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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-K
(Mark One)
þANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended December 31, 20172021
or
¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
                    
Commission file number: 0-27275
Akamai Technologies, Inc.
(Exact name of registrant as specified in its charter)
Delaware04-3432319
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)


150145 Broadway
Cambridge, Massachusetts 02142
(Address of principle executive offices) (Zip Code)


Registrant’s telephone number, including area code: (617) 444-3000


Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock $.01- par value $0.01 per shareNASDAQAKAMNasdaq Global Select Market


Securities registered pursuant to Section 12(g) of the Act: None


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  þ    No  ¨


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.    Yes  ¨    No  þ


Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  þ    No  ¨


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  þ    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  þ


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filerþ
Accelerated filero
Non-accelerated filero (Do not check if smaller reporting company)
Smaller reporting companyo
Emerging growth companyo


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o


Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of
the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.
7262(b)) by the registered public accounting firm that prepared or issued its audit report. þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).     Yes  ¨    No  þ


The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $8,322.4$18,726.5 million based on the last reported sale price of the Common Stock on the NASDAQNasdaq Global Select Market on June 30, 2017.2021.


The number of shares outstanding of the registrant’s Common Stock, par value $0.01 per share, as of February 22, 2018: 170,031,5852022: 160,346,656 shares.


DOCUMENTS INCORPORATED BY REFERENCE


Portions of the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission relative to the registrant’s 20182022 Annual Meeting of Stockholders are incorporated by reference into Items 10, 11, 12, 13 and 14 of Part III of this annual report on Form 10-K.



Auditor name:PricewaterhouseCoopers LLPAuditor location:Boston, MassachusettsPCAOB ID:238


Table of Contents
AKAMAI TECHNOLOGIES, INC.


ANNUAL REPORT ON FORM 10-K


FOR THE FISCAL YEAR ENDED DECEMBER 31, 20172021


TABLE OF CONTENTS
 
PART I
PART I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 9C.
PART III
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV
Item 15.
Item 16.





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Forward-Looking Statements


This annual report on Form 10-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.1995 regarding future events and the future results of Akamai Technologies, Inc., which we refer to as “we,” “us,” or the “Company.” All statements other than statements of historical facts are statements that could be deemed forward-looking statements. These statements are subject to risks and uncertainties and are based on the beliefs and assumptions of our management as of the date hereof based on information currently available to our management. Use of words such as “believes,” "could," “expects,” “anticipates,” “intends,” “plans,” "projects," “estimates,” “should,” “forecasts,” “if,” “continues,” “goal,” “likely”“likely,” "may," variations of such words or similar expressions indicatesare intended to identify a forward-looking statement. Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions. Actual results may differ materially from the forward-looking statements we make. See “Risk Factors” elsewhereFactors that may cause or contribute to such differences include, but are not limited to, those discussed in this Annual Reportannual report on Form 10-K for a discussion of certain risks associatedunder the section entitled “Risk Factors” and in other reports we file with our business.the U.S. Securities and Exchange Commission. We disclaim any obligation to update any forward-looking statements as a result of new information, future events or otherwise,. including the potential impact of any mergers, acquisitions, divestitures or other events that may be announced after the date hereof.


PART I


Item 1. Business


Overview

Akamai provides solutions to power and protect digital experiences. For more than 20 years, Akamai has managed the Akamai Intelligent Edge Platform to create a worldwide network of servers located at the “edge” of the internet. Our approach has provided us with unique visibility and insight into traffic volumes, congestion, attack patterns, vulnerabilities and other activities across the internet's complex cloud services for delivering, optimizingof networks and securing content and business applications over the Internet. As a global leader in content delivery network, or CDN, services, our goal is to make the Internet faster, more reliable and more secure for customers and users around the world. For many enterprises, engaging customers through high-quality digital experiences has become mission critical. We believe that is why thousands of organizations rely on Akamaisystems. Leveraging these insights and our cloud delivery platformposition at the edge, we offer solutions designed to make it easier forprotect our customers from threats and attacks, while empowering them to providesecurely deliver their business as they engage, entertain and interact with their customers; and extend their internal systems beyond their corporate perimeters to control access and better leverage the best and most secure digital experiences to their customers.cloud.

Our Strategy – Addressing the Needs of our Customers in the Internet Age


The Internet plays a crucialongoing COVID-19 pandemic, which shifted how millions of people work and communicate globally, has reinforced our belief that the internet’s role in transforming the way companies, government agencieswe exchange ideas and other enterprisesinformation and conduct business and reach the public, and the world around us is rapidly evolving. The emergent network known as the Internet of Things (IoT) is connecting billions of devices that transmit volumes of data from offices, hospitals, manufacturing plants, power grids, roads, schools and homes every second. At the same time, security threats are growing more sinister and advanced. Enterprise applications are moving from behind the firewall to the cloud at the same time that employees increasingly need remote access from a variety of devices - making cybersecurity more complex to achievevital than yesterday’s perimeter defense. More consumers are "cutting the cord" and consuming entertainment over the Internet rather than through traditional cable, and they are increasingly using mobile devices to view content and shop. Web pages are also vastly more complex with advertisements, videos, graphics and other third-party content, causing speed and reliability to suffer. More and more, government agencies want citizens to pay their taxes, submit applications and request information online. Smart enterprises want to take advantage of these trends safely, profitably and intelligently.

What our customers want to do:

Provide consumers with superior online experiences when they access websites and applications from all types of devices from anywhere in the world
Handle transactions securely and protect sensitive information
Affordably present vibrant and engaging streaming content at large scale, including high definition, or HD, video, music and games
Leverage the growth in the use of mobile devices to reach more consumers and provide dynamic experiences
Scale and secure the enterprise network
Receive and act on data about usage of their websites and applications to improve performance and business value

What makes it difficult to achieve those goals:

Doing it yourself – building out data centers, coping with the technology changes, and dealing with sudden traffic spikes – is difficult and expensive
Lack of a coordinated security system to protect against hackers, bots and other bad actors who want to steal assets and disrupt the functioning of the web can leave enterprises exposed
Mobile networks tend to be slower and less reliable than the fixed line Internet and present other challenges
Traffic congestion at data centers and between networks typically cannot be avoided without a CDN
User experiences are difficult to monitor and understand given myriad devices and locations
“Last mile” issues – such as bandwidth constraints between consumers and their Internet access provider – are challenging to solve


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How Akamai helps:

ever. Our strategy is to bridgehelp continue to drive this transformation by using our technology and intelligence to offer solutions that empower our customers to compete and operate with the gap betweenscale, resilience and efficiency that their businesses demand.

As we continue to pursue our customers' digital goalsstrategy in the future and to expand the ways we can help our customers, we regularly evaluate our portfolio of solutions and potential strategic acquisitions. We plan to continue to pursue potential strategic acquisitions that complement our existing business, represent a strong strategic fit and are consistent with our overall growth strategy. We may also target future acquisitions to expand or add functionality and capabilities to our existing portfolio of solutions.

Our Solutions

Our business is organized into two groups, both of which utilize the Akamai Intelligent Edge Platform and our global sales organization: the Security Technology Group and the inherent challengesEdge Technology Group. The Security Technology Group includes solutions that are designed to keep infrastructure, websites, applications and users safe, while the Edge Technology Group includes solutions that enable business online, including media delivery, web performance and edge computing solutions.



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Security

Our cloud security solutions are designed to keep infrastructure, websites, applications, application programming interfaces, or APIs, and secures the deliveryusers safe from a multitude of cyberattacks and online contentthreats while improving performance. Our solutions blend robust automation with customizable protections and applications. We deliver a wide spectrum of content, from video and software downloads to dynamic and personalized data for many of the world’s most important enterprises. We offer online solutions for delivery, acceleration, andmanaged security services to enable businesses to effectively manage risk and maximize the ownersprotections of major websitestheir infrastructure, networks, applications, and applications.APIs.Akamai’s cloud security solutions include web application and API protection, bot management and mitigation to protect against credential abuse and account takeover, customer identity and access management, distributed denial of service (DDoS) mitigation, protection from in-browser threats to protect against supply chain compromise and audience hijacking. We are trusted byalso offer a large percentagegrowing set of the world’s most important brands, including hundreds of media companies, e-retailers, major governments, financial institutions and other leading enterprises. Across all of these customers, our mission issolutions designed to make the Internet faster, more reliable and more secure.

At the core of this mission is the Akamai Intelligent Platform,help businesses implement a globally-distributed computing platform, that comprises more than 200,000 servers deployed in more than 1,700 networks and 130 countries around the world, tied together with sophisticated software and algorithms. Our software also resides on over 100 million end-user devices, as part of our work on client-assisted delivery for large media files. The platform is architected“zero trust” approach to enable us to constantly monitor Internet conditions to:

Identify, absorb and block security threats
Efficiently route traffic away from Internet trouble spots
Detect what devices individuals are using and optimize delivery to them
Provide our customers with business and technical insights into their online operations
Understand different types of traffic visiting websites so that customers can deal with them as desired

We believe that our unique technology leveraging a virtual Internet on top of the native Internet, our ability to efficiently manage a platform with millions of components, our high-quality intellectual property portfolio, our strong relationships with hundreds of leading telecommunications carriers and thousands of major brandssecurity. Based on the web,concept of least privilege, which dictates that users, applications and our relentlessservices utilize the bare minimum amount of access needed to perform their function, these tools are intended to shift protections from a legacy approach based on establishing a corporate perimeter, to a more modern, risk-based approach. Solutions in this category include Zero Trust Network Access, or ZTNA, and personalized attention to customermulti-factor authentication, or MFA, which replace legacy virtual private networks, or VPNs, micro-segmentation which replaces legacy network firewalls and partner needs create significant value for stockholdershelps protect businesses from the threat of ransomware and provide a meaningful edge overSecure Web Gateway, or SWG, that helps protect against the many competitors that desire to acquire a sharethreat of our business.malware and phishing attacks.


Content Delivery Solutions

Our Solutions

Performance and Security Solutions

Web and Mobile Performance Solutions

The ultimate goal of our web and mobile performance business issolutions are architected to enable dynamic websites and applications to have instantrapid response times, no matter where the user is, what device or browser they are using or how they are connected to the Internet. This is accomplished through a variety of advanced technologies embedded in our platform, which can be thought of as a virtual Internet overlaying the native Internet. Key offerings include:

IonIon is a situationalinternet. These services leverage intelligent performance solutionoptimization and real-time monitoring, origin offload and network reliability, and insights that consists of an integrated suite ofenable enterprises to identify and address performance issues. Akamai web delivery,and mobile performance capabilities also include global traffic management, site acceleration, and optimization technologies that make real-time optimization decisions based on the requirements of the device, network location and browser. Ion is designed to simplify increasingly complex web delivery and enable a faster website experience that is highly available, secure and scalable to meet peak capacity demands.

Dynamic Site Accelerator– Dynamic Site Accelerator is designed to help customers experience globally-consistent and faster website performance, handling the specific requirements of dynamically-generated content. Our platform continuously pulls and caches fresh site content onto Akamai servers, automatically directs content requests to an optimal server, and routes the request via the most reliable path to data centers to retrieve and deliver dynamic interactive content.

Image Manager – To help our customers cope with the multitude of devices used by their consumers and varying connection quality, Image Manager automatically optimizes online images for the best combination of size, quality, and file format suited for eachapplication load balancing, automated image and device and offloads the artistic transformation of derivative assets to the cloud.

CloudTest – Leveraging technology we acquired through our acquisition of Soasta, Inc., or Soasta, in 2017, CloudTest empowers customers to conductvideo optimization, large-scale load testing and other analysis of their websites in a pre-production environment.real-user monitoring.



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Testing capabilities include web and mobile applications, APIs and databases. In addition, real-time analytics and customizable dashboards allow for root cause analysis while testsOur media delivery solutions are in process.

mPulse – mPulse, originally developed by Soasta, provides real-time website performance data to provide insight about end-user experiences on a website. It is designed to enable customersenterprises to understand the impact of user-perceived performance on transactionexecute their digital media distribution strategies by addressing volume revenue, conversions and other key business metrics.

Global Traffic Management – Global Traffic Management is designed to ensure responsiveness to end-user requests by leveraging our global load balancing technology. Unlike traditional hardware-based solutions that reside within the data center, our Global Traffic Management service is a fault-tolerant solution that makes intelligent routing decisions based on real-time data center performance health and global Internet conditionsreach requirements, improving the end-user experience, boosting reliability and reducing the cost of internet-related infrastructure. Underlying these solutions is technology to help ensure user requests are routedaddress variable connection speeds and device types, facilitate access to disparate locations around the most appropriateworld, accelerate large file downloads, reliably deliver high-quality live content across various devices and platforms, enable comprehensive insights and real-time online video monitoring, and offer globally-distributed cloud storage designed for resiliency, high-availability and real-time performance optimization. Akamai media delivery solutions include video streaming and video player services, game and software delivery, broadcast operations, authoritative domain name system, or DNS, resolution, and data center for that user at that moment.and analytics.


Cloud Security SolutionsEdge Compute


Our Cloud Security Solutions, boosted by technology we acquired through our purchase of Nominum, Inc., or Nominum, in 2017edge compute capabilities are designed to defend websites, applicationsenable developers to deploy and data centers against a multitude of cyber attacks. These solutions include:

Web Application Protector – Web Application Protector is designed to safeguard web assets from web application and distributed denial of service, or DDoS, attacks, while improving performance. This offering does not require hardware installation and offers both customized and pre-configured rule groupings to distinguish between legitimate and malicious traffic.

Kona Site Defender – Kona Site Defender is a cloud computing security solution that defends against network and application layer DDoS attacks, web application attacks and direct-to-origin attacks. By leveraging our distributed network and proprietary technology, Akamai can absorb traffic targeteddistribute code at the application layer, deflect DDoS traffic targeted atedge. This approach brings data and decision-making closer to the network layer, such as SYN Floods or UDP Floods,users and authenticate valid traffic at the network edge.

Bot Manager Premier – As websites attract users, they also place business information where itsystems that act upon them so teams can be easily accessed by other entities – often using automated tools known as “bots.” Our Bot Manager offering provides organizations with a flexible frameworkrapidly iterate on existing capabilities to better manage the wide array of bots accessing their website every day. It offers the abilitymeet changing customer needs and build low latency solutions that provide fast, responsive and personalized experiences. With access to identify bots as they first arrive, categorize different types of bots, and apply the most appropriate management policy for each category.

Fast DNS – The Domain Name System, or DNS, translates human-readable domain names into numerical IP addresses to enable individuals who type in a website name to reach the desired location on the Internet. Our Fast DNS offering is a DNS resolution solution that is designed to quickly and dependably direct individuals to our customers' websites. Importantly, we have architected this service to protect against DNS-based DDoS attacks.

Prolexic Routed– Prolexic Routed is designed to protect web- and IP-based applications in data centers from the threat of DDoS attacks by preventing attacks before they reach the data center. It provides protection against high-bandwidth, sustained web attacks as well as potentially crippling DDoS attacks that target specific applications and services.
Client Reputation– Client Reputation provides an additional layer of protection against DDoS and web application attacks by allowing customers to automatically block requests from IP addresses. Client Reputation leverages advanced algorithms to compute a risk score based on prior behavior as observed over the Akamai network. The algorithms use both legitimateIntelligent Edge Platform, enterprises and attack traffic to profile the behavior of attacks, clientsdevelopers gain rapid deployment and applications. Based on this information, Akamai assigns risk scores to each IP address and allows customers to choose which actions they wish to have Kona Site Defender perform on an IP address with specific risk scores.
global scale without managing any additional internal infrastructure.


Enterprise Security SolutionsCarrier


Our Enterprise Security Solutionscarrier offerings are designed to help customers boost productivity by facilitating third-party access to applications, accelerating those applications, reducing bandwidth costs and extending the Internet and public clouds into private wide area networks, or WANs. Our key Enterprise Solutions include:



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Enterprise Application Access– Using technology gained through our acquisition of Soha Systems, Inc., this offering enables remote access to applications behind the firewall without providing users access to the entire network and without external hardware or software.

Enterprise Threat Protector – Enterprise Threat Protector is designed to enable enterprise security teams to proactively identify, block, and mitigate targeted threats such as malware, ransomware, phishing, and data exfiltration that exploit DNS. 

Media and Network Operator Solutions

Network Operator Solutions

With the growth in consumer adoption of Internet video and other media and web usage, carriers around the world have experienced significant traffic increases, resulting in congestion across networks from aggregation, to backbone, and to interconnection. In addition, security and personalized services are critical for carriers to protect and grow their revenue and subscriber base. Our Network Operator offerings are designed to help carriers operate a cost-efficient network that capitalizes on traffic growth and new subscriber services by reducing the complexity of building a CDNfor security, traffic management and interconnecting access providers.content delivery. Our solutions help carriers sell easy-to-deploy cybersecurity protection offerings to their subscriber base; offerings include protection from phishing, viruses, malware and ransomware. Additionally, our carrier security solutions include parental controls to tailor internet access. We also help network operators provide subscriber securityoffer DNS infrastructure and personalization services; thesecontent delivery solutions were enhanced byfor carriers through our acquisition of Nominum in 2017. Our network operator offerings include:

Aura Licensed CDN – Aura Licensed CDN is a suite of solutions designed to empower network operators to buildintelligent recursive DNS offering and run a highly-scalable mediamanaged content delivery network, that efficiently delivers itswhich has dedicated servers for the carriers’ own content, as well as content fromservices with Akamai customers and other targeted services, all utilizing a common HTTP caching infrastructure. The Aura Licensed CDN federates with the Akamai Intelligent Platform, providing global delivery of operator content with a single business agreement. The solution also includes HyperCache, a common HTTP caching layer in the network that supports traffic offload and delivery of content, and Request Router, a DNS-based content request router that directs user requests to an optimal available CDN node.

Aura Managed CDN – Aura Managed CDN is a scalable, turnkey CDN solution designed to provide network operators with CDN capabilities through an infrastructure that is maintained by Akamai. With it, an operator can leverage the same CDN techniques used by Akamai, but on servers that are dedicated to the network operator's services. Operators can deliver multi-screen video services and large objects, plus offer commercial CDN services, relying on Akamai CDN experts and technology for content provisioning, delivery and reporting.

DNS Infrastructure – We offer intelligent recursive DNS platforms built for effective management of DNS traffic in licensed, managed and cloud-based solutions. To improve the subscriber experience, our DNS Infrastructure solutions manage subscriber preferences and enable security and personalization services that are designed for network operators.

Security and Personalization Services – Used in conjunction with our DNS Infrastructure offerings, Akamai’s Secure Consumer product is a cybersecurity solution designed to protect a carrier’s consumer subscribers and IoT devices from phishing, viruses, ransomware and malware.  The solution includes parental controls that allow subscribers to tailor Internet access for each family member from a simple web page.  Our Secure Business product is a solution designed to let carriers easily deploy cyberthreat protection to prevent ransomware, phishing, botnets and zero-day malware attacks to their small- and medium-sized business customers.  

Media Delivery Solutions

In recent years, streaming of movies, television and live events has come to represent a significant percentage of traffic on the Internet. Providing solutions to handle that media is an important part of our current and future strategy. Our Media Delivery Solutions are designed to enable enterprises to execute their digital media distribution strategies, not only by providing solutions for their volume and global reach requirements but also by improving the end-user experience, boosting reliability and reducing the cost of Internet-related infrastructure. Our offerings include:

Adaptive Delivery – We provide adaptive delivery solutions for streaming video content that are designed to cope with variable connection speeds, different devices and disparate locations around the world.

Download Delivery – Our download delivery offerings provide accelerated distribution for large file downloads, including games, progressive media (video and audio) files, documents and other file-based content.




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Infinite Media Acceleration – These media delivery acceleration solutions are designed with the goal of bringing broadcast quality TV experiences to broadband.

Media Services – These services help simplify the preparation of online media with integrated transcoding, digital rights management and content packaging designed to enable our customers to quickly and easily deliver live and on-demand content to multiple types of devices and platforms.

Media Analytics – We offer a comprehensive suite of analytics tools to monitor online video viewer experiences and the effectiveness of web software downloads, while measuring audience engagement, and quality of service performance. These solutions are designed to provide actionable and relevant metrics to help businesses understand their entire media workflow from ingest to device through four complementary modules: Quality of Service Monitor, Viewer Diagnostics, Audience Analytics and Download Analytics.

NetStorage – NetStorage is a globally-distributed cloud storage solution for our customers' content that offers automatic geographically-dispersed replication that is architected for resiliency, high availability and real time performance optimization.

Services and Support Solutions


Akamai providesWe provide an array of service and support offerings that are designed to assist our customers with integrating, configuring, optimizing and managing our core offerings. Once customers are deployed on our network,the Akamai Intelligent Edge Platform, they can rely on our professional services and security experts for customized solutions, problem resolution and 24/7 technicalcustomer support. SpecialAdditional features are available to enterprises that purchase our premium support solution includeand managed security solutions including a dedicated technical account team, proactive service monitoring, custom technical support handling, proceduressecurity traffic monitoring, technical security reviews, threat advisories and customized training.emergency support for security events.


Our Technology and Network


The Akamai Intelligent Edge Platform provides the technological underpinnings for all of our solutions. We use data generated in connection with each of our services to improve and augment the functionality of our overlay network and, in turn, to improve the effectiveness of our other services. In this approach, insights and learnings are integrated across the broader platform in service of our entire solution portfolio.

The Akamai Intelligent PlatformIt leverages more than 200,000350,000 servers deployed in more than 1,700nearly 1,400 networks ranging from large, backbone network providers to medium and small Internetinternet service providers, or ISPs, to cable modem and satellite providers to universities and other networks. By deploying servers within a wide variety of networks across more than 130 countries, we are better able to manage and control routing and delivery quality to geographically diverse users. We also have thousands of peering relationships that provide us with direct paths to end-user networks, which reduce data loss, while also potentially giving us more options for delivery at reduced cost.


To makeWe use data generated in connection with each of our solutions to improve and augment the functionality of our overlay network and, in turn, to improve the effectiveness of our other solutions. In this wide-reaching deployment effective, we useapproach, insights and learnings are integrated across the broader platform in support of our entire solution portfolio to enable us to:

identify, absorb and manage security threats;
help our customers implement a zero trust security model;
detect what devices individuals are using and optimize content delivery to them;
efficiently route traffic away from internet trouble spots;
understand different types of traffic visiting websites so that customers can respond to it; and
provide our customer with business, technical and analytical insights into their online operations.

Our platform leverages specialized technologies, such as advanced routing, load balancing, data collection and monitoring. Our intelligent routing software is designed to ensure that website visitors experience fast page loading, access to applications and content assembly wherever they are on the Internetinternet and regardless of global or local traffic conditions. Dedicated professionals staff our network operations command center 24 hours a day, seven days a week to monitor and react to Internetinternet traffic patterns and trends. We frequently deploy enhancements to our software globally to strengthen and improve the effectiveness of our network.


Our platform offers flexibility too. Customers can control the extent of their use of Akamai servicesAkamai's technology to scale on demand, using as much or as little capacity of the global platform as they require, to support widely varying traffic and rapid growth without the need for expensive and complex internal infrastructure.


Research and Development

Human Capital

Our research and development personnelemployees – our human capital – are continuously undertaking efforts to enhance and improve our existing services, strengthen our network and create new services in responsemost valuable assets as they are fundamental to our customers' needsinnovation, the operation and market demand. ongoing enhancement of the Akamai Intelligent Edge Platform, the fostering and maintenance of relationships with our customers and the management of our operations. The importance of our workforce to our success is underscored by the inclusion of corporate mission critical goals centered on our employees – in 2021 we focused on further developing a diverse, productive and flexible work environment supported by the tenets of inclusion, technology, collaboration, a growth mindset and our One Akamai culture. Different aspects of our human capital management are overseen by our board of directors as well as its Talent, Leadership & Compensation and Environmental, Social & Governance Committees.

As of December 31, 2017,2021, we had 2,227 research and development employees. Our research and development expenses were $222.4 million, $167.6 million and $148.6 million for the years ended December 31, 2017, 2016 and 2015, respectively. These amounts are net of capitalized costs related to the development of internal-use software used to deliver our services and operate our network. For the years ended December 31, 2017, 2016 and 2015, we capitalized $149.3 million, $124.6 million and


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$105.7 million, respectively, of payroll, payroll-related and external consulting costs related to the development of internal-use software. Additionally, for the years ended December 31, 2017, 2016 and 2015, we capitalized $26.8 million, $21.4 million and $16.7 million, respectively, of stock-based compensation attributable to our research and development personnel.

Industry Segment and Geographic Information

We operate in one industry segment: providing cloud services for delivering, optimizing and securing content and business applications over the Internet. Our revenue derived from operations outside the U.S. was $855.0 million, $720.0 million and $593.0 million, for each of the years ended December 31, 2017, 2016 and 2015, respectively. This represented 34% of our total revenue for the year ended December 31, 2017, 31% of our total revenue for the year ended December 31, 2016 and 27% of our total revenue for the year ended December 31, 2015. No single country outside of the U.S. accounted for 10% or more of our revenue in any such year. See Note 19 to our consolidated financial statements included elsewhere in this annual report on Form 10-K for revenue attributable to the U.S. for the periods presented and for a description of the basis on which we attribute revenue to individual countries.

Our long-lived assets include servers, which are deployed into networks worldwide, in addition to other property and equipment used to support our operations. We had net property and equipment, excluding internal use software,8,700 employees located in the U.S.more than 30 countries (with approximately 60% of $311.7 million, $297.8 million and $298.9 million, for each of the years ended December 31, 2017, 2016 and 2015, respectively. We had net property and equipment, excluding internal use software,those employees located outside of the U.S. of $249.8 million $231.8 million) and $227.8 million, for eachrepresenting over 90 nationalities, which we believe helps bring a global perspective to our operations. Our employees are grouped across the following roles, with the approximate percentage of the years endedoverall population noted: engineering and research and development (32%), services and support (28%), sales and marketing (20%) and administrative functions (20%).




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Engagement

It is our belief that an engaged employee base is key to having the productive, ethical and inclusive workplace needed to successfully compete in today’s marketplace. We regularly conduct surveys of our employees to assess engagement and job satisfaction. Results from these surveys have consistently shown a strong sense of engagement and confidence in Akamai's future; as Akamai, in 2021, outperformed the high performing benchmark comparative index used by our third-party survey provider, an internationally-recognized consulting firm specializing in corporate culture. We have been acknowledged in respected publications across the U.S., India and Poland as a great place to work. Continuing into 2021, all employees were invited to participate in a company-wide program, developed by a behavioral research organization, that was intended to help us increase inclusivity, become more open to change and accelerate our innovation. In addition, we also work closely with the Akamai Foundation to provide community service and charitable matching fund opportunities for Akamai employees, endeavors that have been shown to increase employee engagement.

Our leadership believes that one of the keys to fostering employee inclusion and engagement is through communication. This approach was amplified because of the ongoing COVID-19 pandemic. Since the onset of the COVID-19 pandemic, our Chief Executive Officer has conducted over 80 employee town halls and all hands meetings (most of which were virtual) in 2020 and 2021, and our Chief Human Resources Officer has provided regular updates on pandemic-related developments and available resources to assist employees.

Diversity

Akamai is an equal opportunity employer that values the strength that diversity brings to the workplace. We do not tolerate discrimination on the basis of gender, gender identity, sexual orientation, race or ethnicity, protected veteran status, disability or other protected group status. Akamai supports varied programs and practices designed to promote a diverse and inclusive working environment. We have eleven employee resource groups, or ERGs, that offer opportunities for employees to come together for mutual support, education and development. ERGs encompass different racial and ethnic groups, persons with different physical or cognitive abilities, parents, military veterans, those supporting the LGBTQ community and women. We track the diversity of our workforce and report quarterly to the board of directors on our progress to improve our diverse representation. At December 31, 2017, 20162021, global female representation was 27.3%, up from 26.2% at the end of 2020, and 2015, respectively.racial and ethnic minority representation in the U.S. was 41.4%, up from 40.6% at the end of 2020. To help us improve the diversity of our workforce, we participate in or sponsor professional development and recruiting forums. We also offer the Akamai Technical Academy, a global technical training program for diverse individuals (gender, ethnicity, experiential, generational, veterans) who are interested in pursuing a technical career path, but may not be formally educated in science, mathematics or engineering. The program consists of Akamai-specific training, after which participants are placed in a variety of contract roles across our organization with the potential to become full-time employees. We also train hiring managers to draft inclusive job descriptions intended to broaden the pool of eligible applicants.


Retention

We have a demonstrated history of investing in our workforce by offering competitive salaries, wages and benefits. Our compensation and benefits philosophy is to maximize the effectiveness of pay and benefits programs to attract and retain the high caliber individuals needed to drive the success of our business, while balancing cost-effectiveness and competitive factors. Our benefits programs (which vary by country and region) include healthcare and insurance benefits, health savings and flexible spending accounts, paid time off, family leave, family care resources, flexible work schedules and locations, adoption and fertility assistance, employee assistance programs, tuition assistance and holistic wellness programs. Our wellness programs include educational offerings on healthy lifestyles, access to mental health experts and access to ergonomic advice and equipment. To foster a stronger sense of ownership and align the interests of employees with shareholders, restricted stock units are provided to eligible employees under our broad-based stock incentive programs, and most employees are eligible to participate in our employee stock purchase plan. We monitor voluntary attrition in assessing our overall human capital. While attrition was higher in 2021 as compared to 2020, we believe our attrition rate is lower than the global average for technology companies.

As a signatory to the White House Equal Pay Pledge, we are committed to monitoring our pay practices regularly and making adjustments, as necessary, to deliver on this pledge. We periodically conduct internal pay equity analyses (with the assistance of a nationally-recognized outside consultant), covering gender globally and race and gender in the U.S. We take action to remedy identified discrepancies as appropriate. To date, no widespread patterns of disparity have been identified.

In addition, succession planning is an ongoing priority for our leadership. We conduct annual succession planning for senior leadership, which is overseen by our board of directors, including development plans for the next level of our senior



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leaders. Annual talent reviews focus on both high performers as well as those with high potential to keep our pipeline of tomorrow’s leaders full.

Development

We invest significant resources in professional development, career advancement and training for our global workforce. All employees participate in our Akamai Elevation performance review program. For select employees, we offer leadership training workshops, 360-degree feedback and succession planning exercises to encourage and enable internal promotion and advancement. All employees are required to complete annual ethics and compliance and data security training. In addition to these required trainings, nearly all of our employees and contractors completed at least one training in our Akamai University program during 2021.

COVID-19

In response to the COVID-19 pandemic, we instituted protocols and policies focused on prioritizing the health and safety of our employees while maintaining business continuity and minimizing disruptions to customer support and service delivery. In mid-March 2020, we shifted to a remote working posture and closed all offices to staff other than employees in key functions, such as monitoring and managing our network. We have begun to selectively and safely reopen offices in a limited capacity for employees who would prefer to work from one of our offices. Safety protocols include, but are not limited to, mandatory training, personal protective equipment, reduced capacity, social distancing, an increased cleaning schedule and, in certain jurisdictions, vaccination requirements and/or testing protocols. We have a rigorous process for assessing whether any office can reopen (and remain open) based on local government regulations, local health trends and business needs. Except for employees whose job responsibilities require in-office work, none of our employees are required to fully return to the office, even those that are currently open.

In 2021, we continued many of the programs we instituted in 2020 to support our employees and contractors, including our productivity reimbursement program to assist all employees with purchasing equipment to better enable remote work; our expanded wellness program offerings to offer courses on pandemic related topics; providing employees with licenses to a digital health platform; and developing manager guidance on enabling flexible work arrangements. We also provided seven paid wellness days in 2021 to allow additional paid time off for employees, specifically to encourage mental and physical health. In addition to support for full- and part-time employees, we guaranteed sick pay for contractors.

FlexBase

Given our ability to deliver results while working virtually, we have designated over 90% of roles as flexible and able to successfully work remotely. We believe flexible workforce positions will make us a more attractive employer, increase productivity, enable us to recruit from a more diverse pool of applicants and present additional growth and development opportunities for our employees. To support this workforce of the future, we plan to roll out our FlexBase program in May 2022, which will allow the more than 90% of our workforce designated as flexible to choose whether they want to work from an Akamai office or their home office. In order to roll out the FlexBase program, we are designing and developing a number of tools and resources to support this program.

Customers


As of December 31, 2017, ourOur customers includedinclude many of the world's leading corporations, includingsuch as Adobe, Airbnb, Alibaba, Apple, Autodesk, Bristol Myers Squibb, Cathay Pacific,Capital Group, Carnival Corporation, The Coca-Cola Company, Comcast, Concur, Crate & Barrel, eBay, Electronic Arts, Epic Games, FedEx, Fidelity Investments, Ford Motor Company, FOX, General Electric, Home Depot, HubSpot,Honda, IKEA, JetBlue,Japan Airlines, Lufthansa, Maersk Transportation & Logistics, Marriott, NBCUniversal, Norwegian Cruise Line, Panasonic, Panera Bread, PayPal, Qantas,Philips, Qualcomm,Rabobank, Rakuten, Salesforce.com, Siemens,Riot Games, Sony Interactive Entertainment, Spotify, Ticketmaster,Telefonica, Toshiba, Turner Broadcasting, Ubisoft, Viacom, WarnerMedia and Viacom.The Washington Post. We also actively sell to government agencies. As of December 31, 2017,2021, our public sectorpublic-sector customers included the Federal Aviation Administration, the U.S. Census Bureau, the U.S. Department of Defense, the U.S. Postal Service,Department of Labor, the U.S. Department of LaborState, the U.S. Department of Transportation and the U.S. Securities and Exchange Commission.Department of the Treasury.


No customer accounted for 10% or more of total revenue for any of the years ended December 31, 2017, 20162021, 2020 and 2015. Six of our customers that are large Internet platform companies: Amazon, Apple, Facebook, Google, Microsoft and Netflix, or our Internet Platform Customers, in aggregate, accounted for 8%, 11% and 17% of our total revenue during the years ended December 31, 2017, 2016 and 2015, respectively.2019. Less than 10% of our total revenue in each of the years ended December 31, 2017, 20162021, 2020 and 20152019 was derived from contracts or subcontracts terminable at the election of the federal government, and we do not expect such contracts to account for more than 10% of our total revenue in 2018.2022.





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Sales, ServiceServices and Marketing


We market and sell our solutions globally through our direct sales and serviceservices organization and through many channel partners, including AT&T, Deutsche Telecom, IBM, Microsoft, Orange Business Services and Telefonica Group. In addition to entering into agreements with resellers, we have several other types of sales and marketing focused alliances with entities such as system integrators, application service providers, referral partners and sales agents. By aligning with these partners, we believe we are better able to market our servicessolutions and encourage increased adoption of our technology throughout the industry.

Our sales, serviceservices and marketing professionals are based in locations across the Americas, Europe, the Middle East and AsiaAsia-Pacific and focus on direct and channel sales, sales operations, professional services, account management and technical consulting. As of December 31, 2017, we had 3,594 employees in this organization.


To support our sales efforts and promote the Akamai brand, we conduct comprehensive marketing programs. Our marketing strategies include an active public relations campaign, print advertisements, online advertisements, participation at trade shows (virtually or in person), strategic alliances, ongoing customer communication programs, training and sales support.



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Competition


The market for our servicessolutions is intensely competitive and characterized by rapidly changing technology, evolving industry standards and frequent new product and service innovations. We expect competition for our servicesofferings to increase both from existing competitors and new market entrants. We compete primarily on the basis of:


the performance and reliability of our services;solutions;
return on investment in terms of cost savings and new revenue opportunities for our customers;
reduced infrastructure complexity;
sophistication and functionality of our offerings;
scalability;
security;
ease of implementation and use of service;
customer support; and
price.


We compete with companies offering products and services that address Internetinternet performance problems, including companies that provide Internetinternet content delivery and hosting services, security solutions, technologies used by network operatorscarriers to improve the efficiency of their systems, streaming content delivery services and equipment-based solutions for Internetinternet performance problems, such as load balancers and server switches. Other companies offer online distribution of digital media assets through advertising-based billing or revenue-sharing models that may represent an alternative method for charging for the delivery of content and applications over the Internet.internet. In addition, existing and potential customers may decide to purchase or develop their own hardware, software or other technology solutions rather than rely on a third-party provider like us. Our security solutions compete with those offered by both hardware and software providers, many of externally-managed services like Akamai.which are more established security vendors than we are.


We believe that we compete favorably with other companies in our industry through the global scale of the Akamai Intelligent Edge Platform, which we believe provides the most effective means of meeting the needs of enterprise customers and is unique to us. In our view, we also benefit from the superiorhigh quality of our offerings, our customer service and the information we can provide to our customers about their online operations and value.


Proprietary RightsGovernment Regulation

As a global technology company, Akamai is subject to complex foreign and LicensingU.S. laws and regulations in areas such as data privacy and localization, liability for content delivered over our network, bribery, export controls, competition, tax and foreign exchange controls.


Privacy laws, such as the European Union General Data Protection Regulation and the California Consumer Privacy Act of 2018, impact how we use data generated from our network as well as our ability to reach current and prospective customers, understand how our solutions are being used, transfer data about our employees and respond to customer requests allowed under the laws. Other laws and regulations that apply to the internet related to, among other things, content liability, security requirements, critical infrastructure designations, internet resiliency, law enforcement access to information, net neutrality, data localization requirements, industry regulations applicable to key suppliers to some of our customers and restrictions on social media or other content can have an impact on our business. For instance, regulations have been enacted or proposed in a number of countries that limit the delivery of certain types of content into those countries. As an example, restrictions were



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adopted in India in 2020 prohibiting access to identified Chinese applications. Enactment and expansion of such laws and regulations would negatively impact our revenues or cause us to incur costs to redesign our systems to ensure compliance.
We are subject to the U.S. Foreign Corrupt Practices Act and similar anti-bribery laws, which generally prohibit companies and their intermediaries from making improper payments to foreign government officials for the purpose of obtaining or retaining business. To the extent we export technical services, data and products outside of the U.S., we are subject to U.S. and international laws and regulations governing international trade and exports, including, but not limited to, the International Traffic in Arms Regulations, the Export Administration Regulations, and trade sanctions against embargoed countries.

Many of these laws and regulations are still evolving and could be interpreted and applied in a manner that is inconsistent from country to country and inconsistent with our current policies and practices and in ways that could harm our business. For example, while we are generally not subject to regulations applicable to telecommunications companies, new or different interpretations of laws or regulations could subject us to regulatory supervision. In general, the nature and breadth of laws and regulations governing the internet may increase in the future; accordingly, we are unable to assess the possible effect of compliance with future requirements or whether our compliance with such regulations will materially impact our business, results of operations, or financial condition.

For further discussion of how government regulations may affect our business, see the related discussion below in Item 1A. Risk Factors – We face risks associated with global operations that could harm our business; – Evolving privacy regulations could negatively impact our profitability and business operations; and – Other regulatory developments could negatively impact our business.

Intellectual Property

Our success and ability to compete are dependent on developing and maintaining the proprietary aspects of our technology and operating without infringing on the proprietary rights of others. We rely on a combination of patent, trademark, trade secret and copyright laws and contractual restrictions to protect the proprietary aspects of our technology. As of December 31, 2017,2021, we owned, or had exclusive rights to, more than 330over 520 U.S. patents covering our technology as well as patents issued by other countries. Our U.S.-issued patents have terms extendable to various dates between 20182022 and 2036.2040. We do not believe that the expiration of any particular patent in the near future would be materialmaterially detrimental to our business. In October 1998, we entered into a license agreement with the Massachusetts Institute of Technology, or MIT, under which we were granted a royalty-free, worldwide exclusive right to use and sublicense the intellectual property rights of MIT under various patent applications and copyrights relating to Internet content delivery technology. We seek to limit disclosure of our intellectual property by requiring employees and consultants with access to our proprietary information to execute confidentiality agreements with us and by restricting access to our source code.

Employees

As of December 31, 2017, we had 7,650 full-time and part-time employees. Our future success will depend in part on our ability to attract, retain and motivate highly qualified technical, managerial and other personnel for whom competition is intense. Our employees are not represented by any collective bargaining unit. We believe our relations with our employees are good, and we have been acknowledged in respected publications as an excellent place to work.



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Additional Information


Akamai was incorporated in Delaware in 1998, and we have our corporate headquarters at 150 Broadway, Cambridge, Massachusetts. Our Internetinternet website address is www.akamai.com. We make available, free of charge, on or through our Internetinternet website, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments thereto that we have filed or furnished with the Securities and Exchange Commission, or the Commission, as soon as reasonably practicable after we electronically file them with the Commission. We are not, however, including the information contained on our website, or information that may be accessed through links on our website, as part of, or incorporating such information by reference into, this annual report on Form 10-K.


Item 1A.Risk Factors


The following are important factors that could cause our actual operating results to differ materially from those indicated or suggested by forward-looking statements made in this annual report on Form 10-K or presented elsewhere by management from time to time.


Financial and Operational Risks

We may face slowing revenue growth which could negatively impact our profitability and stock price.

The revenue growth rate we have enjoyed in recent years may not continue in future periods and could decline, which could negatively impact our profitability and stock price. Our revenue depends on the amount of traffic we deliver, continued growth in demand for our performance and security solutions and our ability to maintain the prices we charge for them.

We experienced a significant increase in revenue from our media solutions in 2020 due in large part to greater consumption of online media and games during the onset of the COVID-19 pandemic and associated stay-at-home orders across the globe. In 2021, our revenue growth from media solutions declined as stay-at-home orders were lifted. Numerous other factors impact our revenue and traffic growth including:




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the pace of introduction of over-the-top video delivery initiatives by our customers;
the popularity of our customers’ streaming offerings as compared to those offered by companies that do not use our solutions;
variation in the popularity of online gaming;
media and other customers utilizing their own data centers and implementing delivery approaches that limit or eliminate reliance on third-party providers like us;
the adoption of permanent hybrid or work from home policies by employees; and
general macro-economic and geopolitical conditions and industry pressures.

We have experienced significant growth in revenue from our security solutions in recent years. To maintain or accelerate growth in security revenue, we must increase our industry recognition as a security solutions provider and develop or acquire new solutions in a rapidly-changing environment where security threats are constantly evolving. We must also ensure that our solutions operate effectively and are competitive with products offered by others.

We are dependent upon the overall economic health of our current and prospective customers and the continued growth and evolution of information technology.We have experienced revenue declines in recent quarters from our web performance solutions and expect this trend to continue because of increasing pricing pressure due to competition and business conditions affecting many of our customers. In addition, in 2021, some of our customers continued to experience disruptions to their businesses following the emergence of COVID-19 variants.These disruptions or changes in international, national, regional and local economic conditions, such as inflation, increasing energy prices, recessionary economic cycles, protracted economic slowdowns or any deterioration in the economy could adversely affect our business. Any of these circumstances would negatively impact our revenues.

Our ability to increase our overall revenue also depends on many other factors including how well we can:

retain existing customers, including by maintaining the levels of existing services they buy and by delivering consistent and quality performance levels;
upsell new solutions to existing customers;
expand our customer base;
develop and sell innovative and appealing new solutions;
successfully integrate our recent acquisitions into our business;
address potential commoditization of our delivery-based solutions, which can lead to lower prices and loss of customers to competitors;
counteract multi-vendor policies that could cause customers to reduce their reliance on us;
handle other competitive threats to our business;
adapt to changes in our customer contracting models from a committed revenue structure to a "pay-as-you-go" approach, which would make it easier for customers to stop doing business with us, or from traditional overage billing models to ones that do not incorporate surcharges for usage above committed levels; and
manage the impact of changes in general economic conditions, public health issues, natural disasters and public unrest on our ability to sell, market and provide our solutions.

If we are unable to increase revenues, our profitability and stock price could suffer.

Failure to control expenses could reduce our profitability, which would negatively impact our stock price.

Maintaining or improving our profitability depends both on our ability to increase our revenue, even with the potential challenges discussed above, and limit our expenses. We base our decisions about expense levels and investments on estimates of our future revenue and future anticipated rates of growth; however, many of our expenses are fixed costs for a certain amount of time so it may not be possible to reduce costs in a timely manner or without incurring fees to exit certain obligations early. If we are unable to increase revenue through traffic growth or otherwise and limit expenses, our results of operations will suffer. If we are required to significantly reduce expenses to maintain or improve profitability, such actions may negatively affect our ability to invest in our business for innovation, systems improvements and other initiatives.

If we do not continue to innovate, make sound investments that bring positive returns, and develop profitable products andor acquire new solutions that are attractive to existingenterprises, our revenue and potential customers, our operating results may suffer.could be adversely affected.


We have been in business for nearly two decades and consider ourselves pioneers in the development of content and application delivery and security solutions. As the information technology industry evolves, however, it may become increasingly difficult for us to maintain a technological advantage in business areas where we have historically placed our focus. In particular, our traditional offerings, particularly our media and website delivery services, could face more intense competition as competitors or even current or former customers seek to replicate them such that we must lower the prices we charge, reducing the profitability of such offerings, or risk losing such business.

ItInnovation is therefore, also important to our revenue growthfuture success. In particular, as security solutions have become, and profitability thatare expected to continue to be, an increasingly important part of our business, we enter intomust be particularly adept at developing new business areas that present significant value-generating investment opportunities. This requires investing in business areas that can potentially provide positive returns and developing or acquiring innovative, high-margin solutions, including in areas such as enterprise security and digital performance management. We must do so in a rapidly-changing technology environment where it can be difficult to anticipate the needs of potential customers, where competitors may develop products and services that are, or may be viewed as, better than ours and where it can be costly to acquire other companies.



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meet the constantly-changing threat landscape. The process of developing new solutions is complex, lengthy and uncertain; we must commit significant resources to developing new services or features without knowing whether our investments will result in solutions the market will accept, and we may choose to invest in business areas for which a viable market for our products does not ultimately develop. We have also experienced, and may in the future experience, delays in developing and releasing new products and product enhancements. This could cause our expenses to grow more rapidly than our revenue. There is often a lengthy period between commencing development initiatives

Trying to innovate through acquisition can be costly and bringing new or improved solutions to market. During this time, technology preferences, customer demand and the marketwith uncertain prospects for our solutions, or those introduced by our competitors,success; we may move in directionsfind that we had not anticipated when we decidedattractive acquisition targets are too expensive for us to pursue such initiatives. Furthermore, we may not successfully execute our technology initiatives because of errors in planning, timing or execution, technical or operational hurdles that we failwhich could cause us to overcome in a timely fashion, or a lack of appropriate resources.pursue more time-consuming internal development.


Failure to invest in areas that can potentially provide a positive return or to adequately develop, on a cost-effective basis, innovative new or enhanced solutions that are attractive to customers and profitable to us and inability to keep pace with rapid technological and market changes could have a material detrimental effect on our business, results of operations, financial condition and cash flows.

Slower traffic growth on our network and numerous other factors could cause our revenue growth rate to slow and profitability to decline.

During the past twenty years, we have diversified our business from a media-dominated CDN by becoming a leading supplier of web and security products and services for a broad range of customers in myriad industries. Nevertheless, increasing traffic on our network remains key to our revenue growth and profitability. Numerous factors can impact traffic growth including:

the pace of introduction of over-the-top (often referred to as OTT) video delivery initiatives by our customers;
the popularity of our customers' streaming offerings as compared to those offered by companies that do not use our services;
the pace at which our customers' enterprise applications move from behind the firewall to the cloud;


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media and other customers utilizing their own data centers and implementing delivery approaches that limit or eliminate reliance on third party providers like us; and
macro-economic market and industry pressures.

We base our decisions about expense levels and investments on estimates of our future revenue and future anticipated rate of growth. In addition, many of our expenses are fixed cost in nature for some minimum amount of time so it may not be possible to reduce costs in a timely manner or without the payment of fees to exit certain obligations early. If we experience slower traffic growth on our network than we expect or than we have experienced in recent years, our revenue growth rate will slow, and we may not be able to maintain our current level of profitability in 2018 or on a quarterly or annual basis thereafter.

Our profitability may also decline in future periods as a result of a number of other factors unrelated to traffic growth, including:

inability to increase sales of our core services and advanced features;
pricing pressure on our solutions;
failure of our new products and services, including our enterprise security and digital performance management solutions, to achieve sufficient market acceptance given our investment to develop them;
increased headcount expenses;
changes in our customers' business models that we do not fully anticipate or that we fail to address adequately; and
increased reliance by customers on our secure socket layer, or SSL, network which is more expensive to maintain and operate.


If we are unable to compete effectively and adapt to changing market conditions, our business will be adversely affected.


We compete in markets that are intensely competitive and rapidly changing. Our current and potential competitors vary by size, product and service offerings and geographic region, and range from start-ups that offer solutions competing with a discrete part of our business to large technology or telecommunications companies that offer, or may be planning to introduce, products and services that are broadly competitive with what we do. The primary competitive factors in our market are: excellenceare differentiation of technology, global presence, quality of solutions, customer service, technical expertise, security, ease-of-use, breadth of services offered, price and financial strength. Competitors include some of our current partners and customers.


Many of our current and potential competitors have substantially greater financial, technical and marketing resources, larger customer bases, broader product portfolios, longer operating histories, greater brand recognition and more established relationships in the industry than we do. As a result, some of these competitors may be able to:


develop superior products or services, services;
leverage better name recognition, particularly in the security market;
enter new markets more easily;
gain greater market acceptance enter new markets more easily,for their products and services;
expand their service offerings more efficiently orand more rapidly;
combinebundle their products that are competitive with ours with other solutions they offer in a way that makes our offerings less appealing to current and potential customers;
more quickly adapt to new or emerging technologies and changes in customer requirements more quickly;requirements;
take advantage of acquisition, investment and other opportunities more readily;
adoptoffer lower prices than ours, including at levels that may not be profitable for us to match;
spend more aggressive pricing policies and allocate greater resources tomoney on the promotion, marketing and sales of their products and services; and
dedicate greater resources to thespend more money on research and development, of their productsincluding offering higher salaries to talented professionals which may impact our ability to hire or retain engineering and services.other personnel.


Smaller and more nimble competitors may be able to:


attract customers by offering less sophisticated versions of products and services than we provide at lower prices than those we charge;
develop new business models that are disruptive to us;
in some cases, use funds from public securities offerings or private financings to strengthen their business to enable them to better compete with us; and
respond more quickly than we can to new or emerging technologies, changes in customer requirements and market and industry developments, resulting in superior offerings.

Existing and potential customers may not purchase our services, or may limit their use of them, because they:

pursue a "do-it-yourself" approach by putting in place equipment, software and other technology solutions for content and application delivery within their internal systems;
enter into relationships directly with network providers instead of relying on an overlay network like ours; or
implement multi-vendor policies to reduce reliance on external providers like us.


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Ultimately, any type of increased competition of all types could result in price and revenue reductions, loss of customers and loss of market share, each of which could materially impact our business, profitability, financial condition, results of operations and cash flows.


We may be unableand other companies that compete in this industry and these markets experience continually shifting business relationships, reputations, commercial focuses and business priorities, all of which occur in reaction to replace lost revenue due to customer cancellations, renewals at lower ratesindustry and market forces and the emergence of new opportunities. These shifts have led or other less favorable terms.

It is keycould lead to our profitabilitycustomers or partners becoming our competitors; network suppliers no longer seeking to work with us; and large technology companies that previously did not



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appear to show interest in the markets we seek to address entering into those markets as our competitors. With this constantly changing environment, we may face operational difficulties in adjusting to the changes or our core strategies could become obsolete. Any of these developments could harm our business.

Defects or disruptions in our products and IT systems could require us to increase spending on upgrading systems, diminish demand for our solutions or subject us to substantial liability.

Our solutions are highly complex and are designed to be deployed in and across numerous large and complex networks that we offset lost committed recurring revenue duedo not control. From time to customer cancellations, terminations, price reductionstime, we have needed to correct errors and defects in the proprietary and open-source software that underlies our platform that have given rise to service incidents, outages and disruptions or other less favorable terms by adding new customers, sellng more high-margin services, features and functionalities to existing customers and increasing traffic usage by all customers. Some customers may elect not to renew and others may renew at lower prices, lower committed traffic levels, or for shorter contract lengths. Historically, a significant percentageotherwise impacted our operations. For example, during the summer of 2021, we experienced service incidents that interrupted the availability of some of our renewals, particularly with largercustomers' websites. We could face the loss of customers has led to unit price declines as competition has increased and the market for certain parts of our business has matured. Our renewal rates may decline as a result of a number of factors, including competitive pressures,recent and any future incidents as they seek alternative or supplemental providers. We have also periodically experienced customer dissatisfaction with the quality of some of our media delivery and other services, which has led to a loss of business and could lead to a loss of customers in the future. Furthermore, most of our customer agreements contain service level commitments. If we fail to meet these contractual commitments, we could be obligated to provide credits for future service, or face contract termination with refunds of prepaid amounts, which could harm our business.

While we have robust quality control processes in place, there may be additional errors and defects in our software and open-source software that we leverage that may adversely affect our operations. We may not have in place adequate quality assurance procedures to ensure that we detect errors in our software and open-source software we use in a timely manner, and we may have insufficient resources to efficiently address multiple service incidents happening simultaneously or in rapid succession. We continue to invest in improving our processes and systems. If we are unable to efficiently and cost-effectively fix errors or other problems that we identify and improve the quality of our solutions or systems, or if there are unidentified errors that allow persons to improperly access our services customers' inabilityor systems, we could experience litigation, the need to issue credits to customers, loss of revenue and market share, damage to our reputation, diversion of management attention, increased expenses and reduced profitability.

An increasing portion of our revenue is derived from sales of security solutions. Defects in our security solutions could lead to negative publicity, loss of business, damages payments to customers and other negative consequences. As our solutions are adopted by an increasing number of enterprises and governments, it is possible that the individuals and organizations behind advanced malware attacks will specifically focus on finding ways to defeat our products and services. If they are successful, we could experience a serious impact on our reputation as a provider of security solutions.

Our business relies on our data systems, traffic measurement systems, billing systems, ordering processes and other operational and financial reporting and control systems. We also rely on third-party software for certain essential operational services and a failure or disruption in these services could materially and adversely affect our ability to manage our business effectively. All of these systems have become increasingly complex due to the complexity of our business, use of third-party software and services, acquisitions of new businesses with different systems, and increased regulation over controls and procedures. As a result, these systems could generate errors that impact traffic measurement or invoicing, revenue recognition and financial forecasting or other parts of our business. We will need to continue their operationsto upgrade and spending levels, the impact of multi-vendor policies, customers implementing or increasing their use of in-house technology solutionsimprove our data systems, traffic measurement systems, billing systems, ordering processes and general economic conditions.other operational and financial systems, procedures and controls. These upgrades and improvements may be difficult and costly. In addition, we could face strains on, or failures of, our customer contracting modelsinternal IT systems if governmental restrictions or vaccine or other mandates due to the ongoing COVID-19 pandemic limit the ability of our command center personnel to work in our physical locations. If we are unable to adapt our systems and organization in a timely, efficient and cost-effective manner to accommodate changing circumstances, our business may change to move away from a committed revenue structure to a "pay-as-you-go" approach. The absence of a commitment would make it easier for customers to stop doing business with us, which would negatively impact revenue.be adversely affected.


SecurityCybersecurity breaches and attacks on our platform couldus, as well as steps we need to take in an effort to prevent them, can lead to significant costs and disruptions that couldwould harm our business, financial results and reputation.


Our business is dependent on providingWe regularly face attempts to gain unauthorized access or deliver malicious software to the Akamai Intelligent Edge Platform and our customers with fast, efficient and reliable distribution of applications and content over the Internet. We transmit and store our customers' information, data and encryption keys as well as our own; customer information and data may, in turn, include individual data of and about their customers. Maintaining the security and availability of our services, network and internal IT systems, with the goal of stealing proprietary information related to our business, products, employees and the securitycustomers; disrupting our systems and services or those of information we hold is a critical issue for us and our customers. Attacks on our customers or others; or demanding ransom to return control of such systems and our own network are frequent andservices. These attempts take a variety of forms, including DDoSDistributed Denial of Service attacks, infrastructure attacks, botnets, malicious file uploads, cross-site scripting,application abuse, credential abuse, ransomware, bugs, viruses, worms and malicious software programs. There could be attempts to infiltrate our systems through our supply chain and contractors. Malicious actors canare known to attempt to fraudulently induce employees orand suppliers to disclose sensitive information through illegal electronic spamming, phishing or other tactics. In addition, unauthorizedOther parties may attempt to gain unauthorized physical access to our facilities in order to infiltrate our internal-use information systems.

In recent years, Internet-based attacks have increased in size, sophistication and complexity, increasing exposure for our customers and us. In addition, as we expand our emphasis on selling security-related solutions, we may become a more attractive target for attacks on our infrastructure intended to destabilize, overwhelm or shut down our platform. The costs to us to avoid or alleviate cyber or other security problems and vulnerabilities are significant. However, our efforts to address these problems We may not be successful. Any significant breachable to anticipate the techniques used in such attacks, as they change frequently and may not be recognized until launched. To date, cyber threats and



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leadother attacks have not resulted in any material adverse impact to the dissemination of proprietary information or sensitive, personal or confidential data about us, our employees or our customers – including personally identifiable information of individuals involved with our customers;
threaten our ability to provide our customers with our services;
generate negative publicity about us;
result in litigation and increased legal liability or fines; or
lead to governmental inquiry or oversight.

The occurrence of any of these events could harm our business or damageoperations, but such threats are constantly evolving, increasing the difficulty of detecting and successfully defending against them.

The complexities in managing the security profile of a distributed network with vast scale and geographic reach that evolves to incorporate new capabilities expose us to both known and unknown vulnerabilities. We have discovered vulnerabilities in software used in our brandtechnology, such as the vulnerability in Apache Log4j 2 referred to as “Log4Shell” identified in late 2021 that impacted a large portion of the internet ecosystem, and reputation, leadmay have other undiscovered vulnerabilities. These vulnerabilities, resident in either software or configurations, may require significant operational efforts to customer credits, lossmitigate and may persist for extended periods of customers, higher expenses,time and possibly impede our presentthe effects of any such vulnerability could be exacerbated. Our ability to detect vulnerabilities could be particularly limited during extraordinary events, such as the ongoing COVID-19 pandemic, where more staff are working remotely and future success in retaining and attracting new customers. A successful assault on our infrastructure would be damaging to our reputation and could adversely affect our financial condition.

dealing with unusual distractions. Similar security risks exist with respect to acquired companies, our business partners and the third-party vendors that we rely on for aspects of our information technology support services and administrative functions. As a result, we are subject to the riskrisks that the activities of our business partners and third-party vendors may adversely affect our business even if an attack or breach does not directly impacttarget our systems. See also the risk factor captioned We utilize third-party technology in our business, and failures or vulnerabilities, and/or litigation, related to these technologies may adversely affect our business below.



To protect our corporate and deployed networks, we must continuously engineer more secure solutions, enhance security and reliability features, improve the deployment of software updates to address security vulnerabilities, develop mitigation technologies that help to secure customers from attacks and maintain the digital security infrastructure that protects the integrity of our network and services. This is frequently costly, with a negative impact on near-term profitability. We may need to increase our spending in the future; these costs could reduce our operating margin.

Any actual, alleged or perceived breach of network security in our systems or networks, or any other actual, alleged or perceived data security incident we, our customers or our third-party suppliers suffer, can result in damage to our reputation; negative publicity; loss of channel partners, customers and sales; loss of competitive advantages; increased costs to remedy any problems and otherwise respond to any incident; regulatory investigations and enforcement actions; costly litigation; and other liabilities. In addition, we may incur significant costs and operational consequences of investigating, remediating, eliminating and putting in place additional tools and devices designed to prevent actual or perceived security breaches and other security incidents, as well as the costs to comply with any notification obligations resulting from any security incidents. Any of these negative outcomes could adversely impact the market perception of our solutions and customer and investor confidence in our company and otherwise seriously harm our business and operating results.

If we cannot maintain compatibility with our customers’ IT infrastructure, including their chosen third-party applications, our business will be harmed.

Our products interoperate with our customers' IT infrastructure, that often has different specifications, utilizes diverse technology, and requires compatibility with multiple communication protocols. Therefore, the functionality of our technology often needs to have, and maintain, compatibility with our customers' technology environment, including their chosen third-party technology. Customers, and in particular these chosen third-party applications, may change features, restrict our access to, or alter their applications in a manner that causes incompatibilities or causes us significant costs to maintain compatibility, and as a result our business could be adversely affected. Such changes could functionally limit or prevent the compatibility of our products with our customers’ IT infrastructure, which would negatively affect adoption of our products and harm our business. If we fail to update our products to achieve compatibility with new third-party applications that our customers use, we may not be able to offer the functionality that our customers need, which would harm our business.

We face risks associated with global operations that could harm our business.

A significant portion of our employee increases, customer additions and revenue growth in recent quarters has been attributable to revenue gains outside the U.S. Our operations in foreign countries subject us to risks that may increase our costs, disrupt our operations or make our operations less efficient and require significant management attention. These risks include:

uncertainty regarding liability for content or services, including uncertainty as a result of local laws and lack of legal precedent;
loss of revenues if the U.S. or foreign governments impose limitations on doing business with significant current or potential customers;
adjusting to different employee/employer relationships and different regulations governing such relationships;
becoming subject to regulatory oversight;
corporate and personal liability for alleged or actual violations of laws and regulations;


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difficulty in staffing, training, developing and managing foreign operations as a result of distance, language, cultural differences or regulations;
theft of intellectual property in high-risk countries where we operate;
difficulties in enforcing contracts, collecting accounts and longer payment cycles in certain countries;
difficulties in transferring funds from, or converting currencies in, certain countries;
managing the costs and processes necessary to comply with export control, sanctions, anti-corruption, data protection and competition laws and regulations or other regulatory or contractual limitations on our ability to sell or develop our products and services in certain foreign markets;
geopolitical developments, including any that impact our or our customers’ ability to operate or deliver content to a country;
other circumstances outside of our control such as trade disputes, political unrest, the imposition of sanctions, export controls, warfare, military or armed conflict, such as the Russian invasion of Ukraine, terrorist attacks, public health emergencies such as the ongoing COVID-19 pandemic and natural disasters that could disrupt our ability to provide services or limit customer purchases of them;
reliance on one or more channel partners over which we have limited control or influence on a day-to-day basis; and
potentially adverse tax consequences.

We are subject to laws and regulations worldwide that differ among jurisdictions, affecting our operations in areas such as intellectual property ownership and infringement; tax; anti-corruption; internet and technology regulations; foreign exchange controls and cash repatriation; data privacy; competition; and employment. Compliance with such requirements can be onerous and expensive and may otherwise impact our business operations negatively. Although we have insufficient transmissionpolicies, controls, and co-location space, which couldprocedures designed to help ensure compliance with applicable laws, there can be no assurance that our employees, contractors, suppliers or agents will not violate such laws or our policies. Violations of these laws and regulations can result in disruptionsfines; criminal sanctions against us, our officers or our employees; prohibitions on the conduct of our business; and damage to our servicesreputation. See also the risk factor captioned Other regulatory developments could negatively impact our businessbelow.

Our business strategy depends on the ability to source adequate transmission capacity and the equipment we need to operate our network; failure to have access to those resources could lead to loss of revenue.revenue and service disruptions.


Our operationsTo operate our network, we are dependent in part upon transmission capacity provided by third partythird-party telecommunications network providers, and access tothe availability of co-location facilities to house our servers. Thereservers and equipment to support our operations. We may be unable to purchase the bandwidth and space we need from these providers due to limitations on their resources or other reasons outside of our control. Inability to access facilities where we would like to install servers, or perform maintenance on existing servers, because of governmental restrictions on access due to stay-at-home orders or social distancing requirements due to the ongoing COVID-19 pandemic or other events impedes our ability to expand or maintain capacity. As a result, there can be no assurance that we are adequately prepared for unexpected increases in bandwidth demands by our customers, particularly those under cyber-attack. The bandwidth we have contracted to purchase may become unavailable for a variety of reasons, including payment disputes, network providers going out of business, natural disasters, networks imposing traffic limits,cyber-attack or governments adopting regulations that impact network operations. In some regions, network providers may choose to compete with us and become unwilling to sell us adequate transmission capacity at fair market prices. This risk is heightened where market power is concentrated with one or a few major networks. We also may be unable to move quickly enough to augment capacity to reflect growing traffic or security demands.impacted by pandemic-related events. Failure to put in place the capacity we require to operate our business effectively could result in a reduction in, or disruption of, service to our customers and ultimately a loss of those customers.


The Akamai Intelligent Edge Platform relies on hardware equipment, including hundreds of thousands of servers deployed around the world. Global supply chain constraints in the wake of the COVID-19 pandemic continue to increase lead times for equipment components, which adds risk to our ability to flex to meet future business needs.Disruptions in our supply chain could prevent us from purchasing needed equipment at attractive prices or at all. For example, from time to time, it has been, and may continue to be, more difficult to purchase equipment that is manufactured in areas that face disruptions to operations due to unrest or other political activity, public health issues (such as the ongoing COVID-19 pandemic), safety issues, natural disasters or general economic conditions. Failure to have adequate equipment, including server equipment, could harm the quality of our services, which could lead to the loss of customers and revenue.

Acquisitions and other strategic transactions we complete could result in operating difficulties, dilution, diversion of management attention and other harmful consequences that may adversely impact our business and results of operations.


We expect to continue to pursue acquisitions and other types of strategic relationships that involve technology sharing or close cooperation with other companies. Acquisitions and other complex transactions are accompanied by a number of risks, including the following:


difficulty integrating the technologies, operations and personnel of acquired companies;businesses;
potential disruptiondisruptions of our ongoing business;
potential distraction of management;
diversion of business resources from core operations;



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financial consequences, such as increased operating expenses, incurrence of additional debt and other dilutive effects on our earnings, particularly in the current environment where we have generally seen escalating valuations of many technology companiesand increasing allocation of risk to acquirors;
assumption of legal risks related to the transactions;compliance with laws, including privacy and anti-corruption regulations;
failure to realize synergies or other expected benefits;
lawsuits resulting from an acquisition or disposition;
acquisition of IT systems that expose us to cybersecurity risks;
increased accounting charges such as impairment of goodwill or intangible assets, amortization of intangible assets acquired and a reduction in the useful lives of intangible assets acquired; and
potential unknown liabilities associated with acquired businesses.


Any inability to integrate completed acquisitions or combinations in an efficient and timely manner could have an adverse impact on our results of operations. If we use a significant portion of our available cash to pay for acquisitions that are not successful, it could harm our balance sheet and limit our flexibility to pursue other opportunities without having enjoyed the intended benefits of the acquisition. As we complete any future acquisitions, we may encounter difficulty in incorporating acquired technologies into our offerings while maintaining the quality standards that are consistent with our brand and reputation. If we are not successful in completing acquisitions or other strategic transactions that we may pursue in the future, we may incur substantial expenses and devote significant management time and resources without a successful result. Future acquisitions could require use of substantial portions of our available cash or result in dilutive issuances of securities. Technology sharing

If current and potential large customers shift to hardware-based or other strategic relationships we enter into may give rise to disputes over intellectual property ownership, operational responsibilitiesDIY internal solutions, our business will be negatively impacted.

We are reliant on large media and other customers to direct traffic to our network for a significant matters. Such disputes may be expensive and time-consuming to resolve.

The information technology industry and the markets in which we compete are constantly evolving, which makes our future business strategies, practices and results difficult to predict.

The information technology industry and the markets in which we compete have grown significantly over the lifepart of our company and continuerevenues. In the past, some of those customers have determined that it is better for them to evolve rapidlyemploy a “do-it-yourself” or “DIY” strategy by putting in response to new technological advances, changing business modelsplace equipment, software and other factors. Wetechnology solutions for content and application delivery and security protection within their internal systems instead of using our solutions for some or all of their needs. Essentially, this is another form of competition for us. As the amount of money a customer spends with us increases, the risk that they will seek alternative solutions such as DIY or a multi-vendor policy likewise increases. If additional large customers shift to this model, traffic on our network and our contracted revenue commitments would decrease, which would negatively impact our business, profitability, financial condition, results of operations and cash flows.

If we are unable to recruit and retain key employees and qualified sales, research and development, technical, marketing and support personnel, our ability to compete could be harmed.

Our future success depends upon the services of our executive officers and other key technology, sales, research and development, marketing and support personnel who have critical industry experience and relationships. Like other companies that compete in thisour industry, we have experienced, and these markets experience continually shifting business relationships, commercial focuses and business priorities, all of which occur in reaction to industry and market forces and the emergence of new opportunities. These shifts have led or could lead to:

our customers or partners becoming our competitors;
our network suppliers becoming partners with us or, conversely, no longer seeking to work with us;
our working more closely with hardware providers;
large technology companies that previously did not appear to show interest in the markets we seek to address entering into those markets as competitors; and
needing to expand into new lines of business or to change or abandon existing strategies.



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The Internet itself is constantly evolving. There could develop an inflection point above which global usage of the Internet increases to a level that causes our current approaches to the delivery of content and applications to no longer be sustainable at current levels of profitability or at all. We also needexpect to continue to manage successfullyexperience, difficulty in hiring and retaining highly skilled employees with appropriate qualifications, and, if we fail to attract new personnel or fail to retain and motivate our current personnel, our business and future growth prospects could suffer. For example, none of our officers or key employees is bound by an employment agreement for any specific term, and members of our senior management have left our company over the transition from the IPv4 protocolyears for a variety of reasons. In addition, effective succession planning is important to IPv6.our long-term success and our failure to ensure effective transfer of knowledge and smooth transitions involving our officers and other key personnel could hinder our strategic planning and execution.


With this constantly changing environment,In addition, our future business strategies, practicessuccess will depend upon our ability to attract and retain employees. Such efforts will require time, expense and attention by our employees as there is significant competition for talented individuals in the regions in which our primary offices are located, which affects both our ability to retain key employees and hire new ones and new hires require significant training. This competition results in increased costs in the form of cash and stock-based compensation and can have a dilutive impact on our stock. The loss of the services of a significant number of our employees or any of our key employees or our inability to attract and retain new talent in a timely fashion may be difficult to predict, and we may face operational difficulties in adjusting to the changes. Any of these developments could harm our business.

Our operating results can be impacted by the actions and business life cycles of a small number of large customers.

Historically, our operating results have been subject to fluctuations duedisruptive to our dependence on several large customers, particularly media companies, for a significant portion of our revenues. The amount of traffic we deliver on behalf of those customers can vary significantly based on decisions they make about their businesses, including whether to start or delay new business initiatives, build out their own networks to handle delivery, or implement or maintain multiple vendor strategies. These approaches can change rapidlyoperations and unpredictably. While we believe that we will be less reliant on individual customers in the future, we are likely to continue to face some uncertainty in forecasting our revenues as they relate to these customers from quarter to quarter or over longer periods. We could also experience inconsistent revenue growth patterns and earnings as a result of the behavior of these customers.overall business.


Our failure to effectively manage our operations and maintain our company culture as our business evolves and our work practices change could harm us.


Our future operating results will depend on our ability to manage our operations.operations and we believe our culture has been a key contributor to our success to date. As a result of the diversification of our business, personnel growth, increased usage of alternative working arrangements, including the designation of over 90% of roles as flexible and able to work remotely, including after the pandemic, acquisitions and international expansion in recent years, many of our employees are now based



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outside of our Cambridge, Massachusetts headquarters; however, most key management decisions are made by a relatively small group of individuals based primarily at our headquarters.

If we are unable to appropriately increase management depth, enhance succession planning and decentralize our decision-making at a pace commensurate with our actual or desired growth rates, we may not be able to achieve our financial or operational goals. It is also important to our continued success that we hire qualified personnel, properly train them and manage out poorly-performing personnel, all while maintaining our corporate culture and spirit of innovation. If we are not successful in these efforts, our growth and operations could be adversely affected.


AsDue to the ongoing COVID-19 pandemic, nearly all of our employees worldwide have been working remotely since the first quarter of 2020. We plan to roll out our FlexBase program in May 2022, which will allow the more than 90% of our workforce designated as flexible to choose whether they want to work from an Akamai office or their home office. Although we believe a flexible working policy will help us attract and retain talent, the long-term continuation of pandemic-based restrictions and implementation of our FlexBase program could, among other things, negatively impact employee morale and productivity, inhibit our ability to hire and train new employees and impede our ability to support customers at the levels they expect. In addition, certain security systems in homes or other remote workplaces may be less secure than those used in our offices, which may subject us to increased security risks, including cybersecurity-related events, and expose us to risks of data or financial loss and associated disruptions to our business evolves, we mustoperations. Members of our workforce who access company data and systems remotely may not have access to technology that is as robust as that in our offices, which could cause the networks, information systems, applications and other tools available to those remote workers to be more limited or less reliable than in our offices. We may also expandbe exposed to risks associated with the locations of remote workers, including compliance with local laws and adaptregulations or exposure to compromised internet infrastructure. Allowing members of our IT and operational infrastructure. Our business reliesworkforce to work remotely may create intellectual property risk if employees create intellectual property on our data systems, traffic measurement systems, billing systems, ordering processes and other operational and financial reporting and control systems. Allbehalf while residing in a jurisdiction with unenforced or uncertain intellectual property laws. Further, if employees fail to inform us of these systems have become increasingly complex due to the diversification and complexity of our business, acquisitions of new businesses with different systems and increased regulation over controls and procedures. As a result, these systems could generate errors that impact traffic measurement or invoicing. We will need to continue to upgrade and improve our data systems, traffic measurement systems, billing systems, ordering processes and other operational and financial systems, procedures and controls. These upgrades and improvementschanges in their work location, we may be difficult and costly.exposed to additional risks without our knowledge. If we are unable to adapteffectively transition to a hybrid workforce, manage the cybersecurity and other risks of remote work, and maintain our systemscorporate culture and organization in a timely, efficient and cost-effective manner to accommodate changing circumstances,workforce morale, our business maycould be adversely affected.harmed or otherwise negatively impacted.


Our restructuring and reorganization activities may be disruptive to our operations and harm our business.


Over the past several years, we have implemented internal restructurings and reorganizations designed to reduce the size and cost of our operations, improve operational efficiencies, enhance our ability to pursue market opportunities and accelerate our technology development initiatives. In February 2021, we announced a significant reorganization to create two new business groups linked to our security and edge delivery technologies as well as establishing a unified global sales force. We may take similar steps in the future as we seek to realize operating synergies, optimize our operations to achieve our target operating model and profitability objectives, respond to market forces or better reflect changes in the strategic direction of our business. Disruptions in operations may occur as a result of taking these actions. Taking these actions may also result in significant expense for us, including with respect to workforce reductions, as well as decreased productivity due to employee distraction and unanticipated employee turnover. Substantial expense or business disruptions resulting from restructuring and reorganization activities could adversely affect our operating results.


We may have exposure to greater-than-anticipated tax liabilities.

Our future income taxes could be adversely affected by earnings being lower than anticipated in jurisdictions that have lower statutory tax rates and higher than anticipated in jurisdictions that have higher statutory tax rates, or changes in tax laws, regulations or accounting principles, as well as certain discrete items such as equity-related compensation. In particular, in October 2021, a global consortium of countries agreed to establishing a new framework for international tax reform; if implemented, such reform may increase our tax liabilities and reduce our profitability. We have recorded certain tax reserves to address potential exposures involving our income tax and sales and use tax positions. These potential tax liabilities result from the varying application of statutes, rules, regulations and interpretations by different jurisdictions. We are currently subject to tax audits in various jurisdictions including the Commonwealth of Massachusetts. In the second quarter of 2018, we filed an appeal with the Massachusetts Appellate Tax Board, or MATB, contesting adverse audit findings relating to our eligibility to claim certain tax benefits and exemptions. In July 2020, the MATB ruled in our favor; however the Massachusetts Department of Revenue has appealed the decision. If the ultimate outcome of the appeal and other audits are adverse to us, our reserves may not be adequate to cover our total actual liability, and we would need to take a financial charge. Although we believe our estimates, our reserves and the positions we have taken in all jurisdictions are reasonable, the ultimate tax outcome may differ from the amounts recorded in our financial statements and may materially affect our financial results in the period or periods for which such determination is made.




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Fluctuations in foreign currency exchange rates affect our reported operating results in U.S. dollar terms.

Revenue generated and expenses incurred by our international subsidiaries are often denominated in the currencies of the local countries. As a result, our consolidated U.S. dollar financial statements are subject to fluctuations due to changes in exchange rates as the financial results of our international subsidiaries are translated from local currencies into U.S. dollars. In addition, our financial results are subject to changes in exchange rates that impact the settlement of transactions in non-functional currencies. While we have implemented a foreign currency hedging program to mitigate transactional exposures, there is no guarantee that such program will be effective.

If the accounting estimates we make, and the assumptions on which we rely, in preparing our financial statements prove inaccurate, our actual reported results may be adversely affected.

Our financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. The preparation of these financial statements requires us to make estimates and judgments about, among other things, taxes, revenue recognition, stock-based compensation, capitalization of internal-use software development costs, investments, contingent obligations, allowance for current expected credit losses, intangible assets and restructuring charges. These estimates and judgments affect, among other things, the reported amounts of our assets, liabilities, revenue and expenses, the amounts of charges accrued by us, and related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances and at the time they are made. If our estimates or the assumptions underlying them are not correct, actual results may differ materially from our estimates and we may need to, among other things, accrue significant additional charges that could adversely affect our results of operations, which in turn could adversely affect our stock price. In addition, new accounting pronouncements and interpretations of accounting pronouncements have occurred and may occur in the future that could adversely affect our reported financial results.

Our sales to government clients subject us to risks including early termination, audits, investigations, sanctions and penalties.

We have customer contracts with the U.S. government, as well as foreign, state and local governments and their respective agencies and we may in the future increase sales to government entities. Sales to government entities are subject to a number of risks. Selling to government entities can be highly competitive, expensive, and time consuming, often requiring significant upfront time and expense without any assurance that these efforts will generate a sale. Such government entities often have the right to terminate these contracts at any time, without cause. There is increased pressure for governments and their agencies, both domestically and internationally, to reduce spending and demand and payment for our services may be impacted by public sector budgetary cycles and funding authorizations. These factors may combine to potentially limit the revenue we derive from government contracts in the future. Additionally, government contracts generally have requirements that are more complex than those found in commercial enterprise agreements and therefore are more costly to comply with. Such contracts are also subject to audits and investigations that could result in civil and criminal penalties and administrative sanctions, including termination of contracts, refund of a portion of fees received, forfeiture of profits, suspension of payments, fines and suspensions or debarment from future government business.

We utilize third-party technology in our business, and failures or vulnerabilities, and/or litigation, related to these technologies may adversely affect our business.

We utilize third party technology software, services, and other technology in order to operate critical functions of our business, including the integration of certain of these technologies into our network, products and services. If these software, services, or other technology become unavailable or contain vulnerabilities, our expenses could increase and our ability to operate our network, provide our products, and our results of operations could be impaired until equivalent software, technology, or services are purchased or developed or any identified vulnerabilities are remedied. If we are unable to retain our key employeesprocure the necessary third-party technology we may need to acquire or develop alternative technology, we may have to resort to utilizing alternative technology of lower quality. This could limit and hire and retain qualified sales, technical, marketing and support personnel,delay our ability to compete could be harmed.

Our future success depends upon the servicesoffer new or competitive products and increase our costs of our executive officers and other key technology, sales, marketing and support personnel who have critical industry experience and relationships. There is significant competition for talented individuals in the regions in which our primary offices are located, which affects both our ability to retain key employees and hire new ones. In making employment decisions, particularly in our industry, job candidates and current personnel often


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consider the value of stock-based compensation. In recent years, we have increasingly linked compensation levels to corporate performance metrics. Declines in the price of our stock or failure to achieve annual revenue and profitability metrics could adversely affect our ability to attract or retain key employees.

None of our officers or key employees is bound by an employment agreement for any specific term. Members of our senior management team have left Akamai over the years for a variety of reasons, and we cannot be certain that there will not be additional departures, which may be disruptive to our operations and detrimental to our future outlook. The loss of the services of any of our key employees or our inability to attract and retain new talent could hinder or delay the implementation of our business model and the development and introduction of, and negatively impact our ability to sell, our services.

Our stock price has been, and may continue to be, volatile, and your investment could lose value.

The market price of our common stock has been volatile. Trading prices may continue to fluctuate in response to a number of events and factors, including the following:

quarterly variations in operating results;
announcements by our customers related to their businesses that could be viewed as impacting their usage of our solutions;
market speculation about whether we are a takeover target or considering a strategic transaction;
activism by any single large stockholder or combination of stockholders;
changes in financial estimates and recommendations by securities analysts;
failure to meet the expectations of securities analysts;
purchases or sales of our stock by our officers and directors;
macro-economic factors;
repurchases of shares of our common stock;
successful cyber-attacks against our network or systems;
performance by other companies in our industry; and
geopolitical conditions such as acts of terrorism or military conflicts.

Furthermore, our revenue, particularly that portion attributable to usage of our services beyond customer commitments, can be difficult to forecast, and, asproduction. As a result, our quarterly operating results can fluctuate substantially. This concern is particularly acute with respect to our media and commerce customers for which holiday sales are a key but unpredictable driver of usage of our services. In the future, our customer contracting models may change to move away from a committed revenue structure to a "pay-as-you-go" approach. The absence of a minimum revenue commitment would make it easier for customers to stop doing business with us, which would create additional challenges with our forecasting processes. Because a significant portion of our cost structure is largely fixed in the short-term, revenue shortfalls tend to have a disproportionately negative impact on our profitability. If we announce revenue or profitability results that do not meet or exceed our guidance or make changes in our guidance with respect to future operating results, our stock price may decreasecould be significantly as a result.

Any of these events, as well as other circumstances discussed in these Risk Factors, may cause the price of our common stock to fall.harmed. In addition, the stock market in general, and the market pricesuse of stockthird-party technology may expose us to third-party claims of publicly-traded technology companies in particular, have experienced significant volatility that often has been unrelated to the operating performance of such companies. These broad stock market fluctuations may adversely affect the market price of our common stock, regardless of our operating performance.

Actions of activist stockholdersintellectual property infringement which could be distracting to us, cause us to incur significant expenses and impactcosts in defense or alternative sourcing.

We rely on certain “open-source” software, the trading valueuse of which could result in our having to distribute our proprietary software, including our source code, to third parties on unfavorable terms, which could materially affect our business.
Certain of our common stock.
Responding to actions by activist stockholders could be distracting to our Board of Directors, executives and our other employees. Such activities may also require us to incur significant legal and other advisor fees and public relations costs. Perceived uncertainty as to our future direction could affect customer and investor sentiment, resulting in longer sales cycles, employee retention and hiring challenges, and volatility in the price of our common stock.

We face risks associated with global operationsofferings use software that could harm our business.

We have operations in numerous foreign countries and may continue to expand our operations internationally. As a result, we are increasinglyis subject to a numberopen-source licenses. Open-source code is software that is freely accessible, usable and modifiable; however, certain open-source code is governed by license agreements, the terms of risks associated with international business activities that may increase our costs, make our operations less efficient and require significant management attention. These risks include:


which


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regulations relatedcould require users of such software to security requirements, data localizationmake any derivative works of the software available to others on unfavorable terms or restricting contentat no cost. Because we use open-source code, we may be required to take remedial action in order to protect our proprietary software. Such action could include replacing certain source code used in our software, discontinuing certain of our products or taking other actions that could pose risksbe expensive and divert resources away from our development efforts. In addition, the terms relating to our intellectual property, increase the costdisclosure of doing businessderivative works in many open-source licenses are unclear and have not been interpreted by U.S. courts. If a court interprets one or more such open-source licenses in a country or create other disadvantagesmanner that is unfavorable to our business;
interpretations of laws or regulations that would subject us, to regulatory supervision or, in the alternative, require us to exit a country, which could have a negative impact on the quality of our services or our results of operations;
uncertainty regarding liability for content or services;
adjusting to different employee/employer relationships and different regulations governing such relationships;
corporate and personal liability for alleged or actual violations of laws and regulations;
difficulty in staffing, developing and managing foreign operations as a result of distance, language and cultural differences;
currency exchange rate fluctuations and limitations on the repatriation and investment of funds;
difficulties in transferring funds from, or converting currencies in, certain countries;
reliance on channel partners over which we have limited control or influence on a day-to-day basis; and
potentially adverse tax consequences.

Geo-political events such as the United Kingdom's pending withdrawal from the European Union, commonly referred to as Brexit, may increase the likelihood of certain of these risks materializing or heighten their impact on us in affected regions. In particular, it is possible that the level of economic activity in the United Kingdom and the rest of Europe will be adversely impacted and that we will face increased regulatory and legal complexities, including those related to tax, trade, security and employee relations as a result of Brexit. Such changes could be costly and potentially disruptive to our operations and business relationships in affected regions.

In addition, compliance with complex foreign and U.S. laws and regulations that apply to our international operations increases our cost of doing business. These numerous, rapidly-changing and sometimes conflicting laws and regulations include, among others:

internal control and disclosure rules;
data protection, privacy and filtering regulations and requirements;
anti-corruption laws, such as the U.S. Foreign Corrupt Practices Act, the UK Bribery Act and local laws prohibiting corrupt payments to governmental officials; and
antitrust and competition regulations.

We entered into a Non-Prosecution Agreement with the Commission in June 2016 in connection with the previously-disclosed investigation relating to sales practices in a country outside the U.S. In the event we violate the terms of this Non-Prosecution Agreement, we could be required to make certain of our key software available at no cost. We could also be subject to additional investigationsimilar conditions or enforcement byrestrictions should there be any changes in the Commissionlicensing terms of the open source software incorporated into our products. In either event, we could be required to seek licenses from third parties in order to continue offering our products, to re-engineer our products or to discontinue the Department of Justice. Although we have implemented policies and procedures designed to ensure compliance with the Non-Prosecution Agreement and relevant laws and regulations, there can be no assurance that our employees, contractors or agents will not violate our policies or applicable laws. Any such violations could result in fines and penalties, criminal sanctions against us or our employees and prohibitions on the conductsale of our business and on our ability to offer our products and services in one or more countries. They could also materially affect our brand, our global operations, any international expansion efforts, our ability to attract and retain employees, our business overall, and our financial results.

Defects or disruptions in our services could diminish demand for our solutions or subject us to substantial liability.

Our services are highly complex and are designed to be deployed in and across numerous large and complex networks that we do not control. From time to time, we have needed to correct errors and defects in the software that underlies our services and platform that have given rise to service incidentsevent re-engineering cannot be accomplished on a timely or otherwise impacted our operations. We have also experienced customer dissatisfaction with the qualitysuccessful basis, any of some of our media delivery and other services, which has led to loss of business and could lead to loss of customers in the future. While we have robust quality control processes in the place, there may be additional errors and defects in our software that may adversely affect our operations. We may not have in place adequate quality assurance procedures to ensure that we detect errors in ourbusiness, operating results and financial condition. Furthermore, open-source software in a timely manner, and we may have insufficient resources to efficiently cope with multiple service incidents happening simultaneously or in rapid succession. If we are unable to efficientlysecurity flaws and cost-effectively fix errors or other problemsdeficiencies that may be identifiedcould make our solutions less reliable and improve the quality of our services or systems, or if there are unidentified errors that allow persons to improperly access our services or systems, we could experience loss of revenue and market share, damage to our reputation, increased expenses, delayed payments and legal actions by our customers.



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Government regulation is evolving, and unfavorable changes could harm our business.


Legal and Regulatory Risks

Evolving privacy regulations could negatively impact our profitability and business operations.

Laws and regulations that apply to communicationsthe internet related to privacy and commerce over the Internet are becoming more prevalent. In particular, domesticdata localization could pose risks to our revenues, intellectual property and foreign government attemptscustomer relationships, as well as increase expenses or create other disadvantages to regulate the operation of the Internet could negatively impact our business. It is unclear whether potential changes to regulations previously adopted by the U.S. Federal Communications Commission that govern certain aspects of the operation of the Internet (such as content blocking and throttling and paid prioritization) will be adopted and, if adopted, how they would apply to content delivery network providers like us. It is also uncertain how future regulatory and legislative initiatives or changes will impact our business.

Increasing regulatory focus on privacy issues and expanding laws and regulations could expose us to increased liability.


Privacy laws including the European Union General Data Protection Regulation, or GDPR, are rapidly proliferating, changing and evolving globally. Governments, privacy advocates and class action attorneys are increasingly scrutinizing how companies collect, process, use, store, share and transmit personal data. New lawsLaws, such as the European Union General Data Protection Regulation, or GDPR, and the California Consumer Privacy Act of 2018, or CCPA, and industry self-regulatory codes have been enacted, and more laws are being considered that like the GDPR, may affect how we use data generated from our network as well as our ability to reach current and prospective customers, to understand how our products and servicessolutions are being used and to respond to customer requests allowed under the laws, and how we use data generated from our network.laws. Any perception that our business practices, our data collection activities or how our servicessolutions operate represent an invasion of privacy, whether or not consistent with current regulations and industry practices, may subject us to public criticism (or boycotts),or boycotts, class action lawsuits, reputational harm or actions by regulators, or claims by regulators, industry groups or other third parties, all of which could disrupt our business and expose us to increased liability.

Engineering efforts to build new capabilities to facilitate compliance with increasing data localization requirements and new and changing privacy laws could require us to take on substantial expense and divert engineering resources from other projects. We might experience reduced demand for our offerings if we are unable to engineer products that meet our legal duties or help our customers meet their obligations under the GDPR, the CCPA or other data regulations, or if the changes we implement to comply with such laws and regulations make our offerings less attractive.

Our ability to leverage the data generated by our global network of servers is important to the value of many of the solutions we offer, our operational efficiency and future product development opportunities. Our ability to use data in this way may be constrained by regulatory developments. Compliance with GDPR may be administratively difficultapplicable laws and expensive.

Over the past several years, the regulatory landscape governing the transfer of coveredregulations regarding personal data from Europemay require changes in services, business practices or internal systems that result in increased costs, lower revenue, reduced efficiency or greater difficulty in competing with other firms. Compliance with data regulations might limit our ability to innovate or offer certain features and functionality in some jurisdictions where we operate. Failure to comply with existing or new rules may result in significant penalties or orders to stop the United States has seen sweeping changes. Currently,alleged non-compliant activity, as well as negative publicity and diversion of management time and effort.

Although we have in place U.S.-European Uniontake steps intended to improve the security controls across our business groups and U.S. Swiss Privacy Shield Frameworks to legally transfer coveredgeographies, our security controls over personal data, from Europeour training of employees and third parties on data security and other practices we follow may not prevent the improper disclosure or misuse of customer or end-user data we store and manage. Improper disclosure or misuse of personal data could harm our reputation, lead to the United States, but their legitimacy may continuelegal exposure to be subject to challenge and review. Any changingcustomers or new requirements or rulings by the European Commission or EU member jurisdictions may impact our servicesend users, or subject us to sanctions, including fines and a prohibition on data transfers, by EU data protection regulators. Furthermore, any continued or new judicial challenges or reviews may result in new, modified or inconsistent standards or requirements for the transfer ofliability under laws that protect personal data, which could resultresulting in increased regulation, costcosts or loss of revenue.

Other regulatory developments could negatively impact our business.

Local and foreign laws and regulations that apply to the internet related to, among other things, content liability, security requirements, law enforcement access to information, critical infrastructure, data localization requirements and restrictions on social media or other content could pose risks to our revenues, intellectual property and customer relationships as well as increase expenses or create other disadvantages to our business. Section 230 of the U.S. Communications Decency Act, often referred to as Section 230, gives websites that host user-generated content broad protection from legal liability for content posted on their sites. Proposals to repeal or amend Section 230 could expose us to greater legal liability in the conduct of our



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business. Our Acceptable Use Policy prohibits customers from using our network to deliver illegal or inappropriate content; if customers violate that policy, we may nonetheless face reputational damage or lawsuits related to their content. Regulations have been enacted or proposed in a number of countries that limit the delivery of certain types of content into those countries. Enactment and expansion of such laws and regulations would negatively impact our revenues. For example, restrictions were adopted in India in 2020 prohibiting access to identified Chinese applications which caused a reduction in revenue to us. In addition, such laws and regulations could cause internet service providers, or others, to block our products in order to enforce content blocking efforts.In addition, efforts to block a single product or domain name may end up blocking a number of other products or domain names in an overbroad manner that could affect our business. Interpretations of laws or regulations that would subject us to regulatory supervision or, in the alternative, require us to exit a line of business or a country, could lead to loss of significant revenues and have a negative impact on the quality of our solutions. As noted with privacy compliance above, engineering efforts to build new capabilities to facilitate compliance with law enforcement access requirements, content access restrictions, or other regulations could require us to take on substantial expense and limitations on data transfer for us and our customers.divert engineering resources from other projects. These developmentscircumstances could harm our business, financial condition and results of operations.profitability.

We also have a publicly-available privacy policy concerning our collection, use and disclosure of user data. Any failure, or perceived failure, by us to comply with our posted privacy policy could result in damage to our reputation or proceedings or actions against us, which could potentially have an adverse effect on our business.


We may need to defend against patent or copyright infringement claims, which would cause us to incur substantial costs or limit our ability to use certain technologies in the future.


As we expand our business and develop new technologies, products and services, we mayhave become increasingly subject to intellectual property infringement and other claims including those that may arise under international laws. In many cases, weand related litigation. We have also agreed to indemnify our customers and channel and strategic partners if our servicessolutions infringe or misappropriate specified intellectual property rights; therefore,as a result, we have been and could again become involved in litigation or claims brought against customers or channel or strategic partners if our servicessolutions or technology are the subject of such allegations. Any litigation or claims, whether or not valid, brought against us or pursuant to which we indemnify our customers or channel or strategic partners could result in substantial costs and diversion of resources and require us to do one or more of the following:


cease selling, incorporating or using features, functionalities, products or services that incorporate the challenged intellectual property;
pay substantial damages and incur significant litigation expenses;
obtain a license from the holder of the infringed intellectual property right, which license may not be available on reasonable terms or at all; or
redesign products or services.


If we are forced to take any of these actions, our business may be seriously harmed.



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Our business will be adversely affected if we are unable to protect our intellectual property rights from unauthorized use or infringement by third parties.


We rely on a combination of patent, copyright, trademark and trade secret laws and contractual restrictions on disclosure to protect our intellectual property rights. These legal protections afford only limited protection.protection, particularly in some regions outside the United States. We have previously brought lawsuits against entities that we believed were infringing our intellectual property rights but have not always prevailed. Such lawsuits can be expensive and require a significant amount of attention from our management and technical personnel, and the outcomes are unpredictable. Monitoring unauthorized use of our servicessolutions is difficult, and we cannot be certain that the steps we have taken or will take will prevent unauthorized use of our technology. Furthermore, we cannot be certain that any pending or future patent applications will be granted, that any future patent will not be challenged, invalidated or circumvented, or that rights granted under any patent that may be issued will provide competitive advantages to us. If we are unable to protect our proprietary rights from unauthorized use, the value of our intellectual property assets may be reduced. Although we have licensed from other parties proprietary technology covered by patents, we cannot be certain that any such patents will not be challenged, invalidated or circumvented. Such licenses may also be non-exclusive, meaning our competition may also be able to access such technology.


We rely on certain “open-source” software the use of which could result in our having to distribute our proprietary software, including our source code, to third parties on unfavorable terms, which could materially affectLitigation may adversely impact our business.


CertainFrom time to time, we are or may become involved in various legal proceedings relating to matters incidental to the ordinary course of our service offerings use software that is subject to open-source licenses. Open-source code is software that is freely accessible, usablebusiness, including patent, commercial, product liability, breach of contract, employment, class action, whistleblower and modifiable; however, certain open-source code is governed by license agreements, the terms of which could require users of such software to make any derivative works of the software available to others on unfavorable terms or at no cost. Because we use open-source code, we may be required to take remedial action in order to protect our proprietary software. Such action could include replacing certain source code used in our software, discontinuing certain of our products or taking other actions that could be expensivelitigation and divert resources away from our development efforts.claims, and governmental and other regulatory investigations and proceedings. In addition, the terms relating to disclosure of derivative works in many open-source licenses are unclear. If a court interprets one or more such open-source licenses in a manner that is unfavorable to us,under our charter, we could be required to makeindemnify and advance expenses to our directors and officers in connection with their involvement in certain of our key software available at no cost. Furthermore, open-source software may have security flawsactions, suits, investigations and other deficiencies that could make our solutions less reliableproceedings. Such matters can be time-consuming, divert management’s attention and damage our business.

We may be unsuccessful at developingresources and maintaining strategic relationships with third parties that expand our distribution channels and increase revenue, which could significantly limit our long-term growth.

Achieving future success will likely requirecause us to maintainincur significant expenses. Furthermore, because litigation is



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inherently unpredictable and increasemay not be covered by insurance, there can be no assurance that the number and depthresults of our relationships with resellers, systems integrators, product makers and other strategic partners and to leverage those relationships to expand our distribution channels and increase revenue. If we become reliant on a small number of large partners, any termination of our relationship with one of them couldlitigation matters will not have an adverse impact on our business, results of operations, financial condition. condition or cash flows.

Global climate change and related natural resource conservation regulations could adversely impact our business.

The needlong-term effects of climate change on the global economy and our industry in particular remain unknown. For example, changes in weather where we operate may increase the costs of powering and cooling computer hardware we use to develop software and provide cloud-based services. In addition, catastrophic natural disasters, such relationships can be particularly acute in areas outsideas an earthquake, fire, flood or other act of the U.S. We have not always been successful at developing these relationships dueGod, catastrophic event or pandemic, and any similar disruption, as well as any derivative disruption, such as those to services provided through localized physical infrastructure, including utility or telecommunication outages, or any to the complexitycontinuity of our, our partners’, suppliers’ and our customers’ workforce, could have a material adverse impact on our business and operating results. Our global operations are dependent on our network infrastructure, technology systems and website, including the supply of servers from our third party partners, as well as our intellectual property and personnel and any disruption to these dependencies may negatively impact our ability to respond to customers, provide services and maintain local and global business continuity. Furthermore, some of our historical reliance on an internal sales forceproducts and other factors. Recruitingbusiness functions are hosted or carried out by third parties that may be vulnerable to these same types of disruptions, the response to or resolution of which may be beyond our control. Any disruption to our business could cause us to incur significant costs to repair damages to our facilities, equipment, infrastructure and retaining qualified channel partners and training thembusiness relationships.

In addition, in response to concerns about global climate change, governments may adopt new regulations affecting the use of fossil fuels or requiring the use of alternative fuel sources which could adversely impact our technologybusiness. Our deployed network of servers consumes significant energy resources, including those generated by the burning of fossil fuels. While we have invested in projects to support renewable energy development, our customers, investors and servicesother stakeholders may require us to take more steps to demonstrate that we are taking ecologically responsible measures in operating our business. The costs and ensuringany expenses we may incur to make our network more energy-efficient and comply with any new regulations could make us less profitable in future periods. Failure to comply with applicable laws and regulations or other requirements imposed on us could lead to fines, lost revenue and damage to our reputation.

Investment-Related Risks

Our stock price has been, and may continue to be, volatile, and your investment could lose value.

The market price of our common stock has historically been volatile. Trading prices may continue to fluctuate in response to a number of events and factors, including the following:

quarterly variations in operating results;
announcements by our customers related to their businesses that could be viewed as impacting their usage of our solutions;
market speculation about whether we are a takeover target or considering a strategic transaction;
announcements by competitors;
activism by any single large stockholder or combination of stockholders or rumors about such activity;
changes in financial estimates and recommendations by securities analysts;
failure to meet the expectations of securities analysts;
purchases or sales of our stock by our officers and directors;
general economic conditions and other macro-economic factors, such as inflationary pressures;
repurchases of shares of our common stock;
successful cyber-attacks affecting our network or systems;
performance by other companies in our industry; and
geopolitical conditions such as acts of terrorism, military or armed conflicts, such as the Russian invasion of Ukraine, or global pandemics.

Furthermore, our revenue, particularly that portion attributable to usage of our solutions beyond customer commitments, can be difficult to forecast, and, as a result, our quarterly operating results can fluctuate substantially. This concern is particularly acute with respect to our media and commerce customers. In the future, our customer contracting models may change to move away from a committed revenue structure to a “pay-as-you-go” approach, which could make it easier for customers to reduce the amount of business they are compliantdo with us or leave altogether. Changes in billing models and committed revenue requirements could, therefore, create challenges with our ethical expectations requiresforecasting processes. Because a significant time and resources. In orderportion of our cost structure is largely fixed in the short-term, revenue shortfalls tend to develop and expandhave a disproportionately negative impact on our distribution channel,profitability. If we must continueannounce revenue or profitability results that do not meet or exceed our guidance or make changes in our guidance with respect to expand and improvefuture operating results, our portfoliostock price may decrease significantly as a result.



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Any of these events, as well as other circumstances discussed in these Risk Factors, may cause the systems, processes and procedures that support our channels. Those systems, processes and procedures may become increasingly complex and difficult to manage. The time and expense required for the sales and marketing organizationsprice of our channel partnerscommon stock to become familiarfall. In addition, the stock market in general, and the market prices of stock of publicly-traded technology companies in particular, have experienced significant volatility that often has been unrelated to the operating performance of affected companies. These broad stock market fluctuations may adversely affect the market price of our common stock, regardless of our operating performance.

Any failure to meet our debt obligations would damage our business.

As of the date of this report, we had total principal amount of $1,150.0 million of convertible senior notes outstanding due in 2025, and we had total principal amount of $1,150.0 million of convertible senior notes outstanding due in 2027. We also entered into a credit facility in May 2018 that provides for an initial $500.0 million in revolving loans; under specified circumstances, we would be able to borrow an additional $500.0 million thereunder. Our ability to repay any amounts we borrow under our credit facility, refinance the notes, make cash payments in connection with conversions of the notes or repurchase the notes in the event of a fundamental change (as defined in the applicable indenture governing the notes) will depend on market conditions and our offerings, includingfuture performance, which is subject to economic, financial, competitive and other factors beyond our new services developments,control. We also may not use the cash we have raised through future borrowing under the credit facility or the issuance of the convertible senior notes in an optimally productive and profitable manner. If we are unable to remain profitable or if we use more cash than we generate in the future, our level of indebtedness at such time could adversely affect our operations by increasing our vulnerability to adverse changes in general economic and industry conditions and by limiting or prohibiting our ability to obtain additional financing for additional capital expenditures, acquisitions and general corporate and other purposes. If we do not have sufficient cash upon conversion of the notes or to repurchase the notes following a fundamental change, we would be in default under the terms of the notes, which could seriously harm our business. Although the terms of our credit facility include certain financial ratios that potentially limit our future indebtedness, the terms of the notes do not. If we incur significantly more debt, this could intensify the risks described above.

We may issue additional shares of our common stock or instruments convertible into shares of our common stock and thereby materially and adversely affect the market price of our common stock.

Our board of directors has the authority to issue additional shares of our common stock or other instruments convertible into, or exchangeable or exercisable for, shares of our common stock. If we issue additional shares of our common stock or instruments convertible into, or exchangeable or exercisable for, shares of our common stock, it may materially and adversely affect the market price of our common stock.

Because we currently do not intend to pay dividends, stockholders will benefit from an investment in our common stock only if it appreciates in value.

We currently intend to retain our future earnings, if any, for use in the operation of our business and do not expect to pay any cash dividends in the foreseeable future on our common stock. As a result, the success of an investment in our common stock will depend upon any future appreciation in its value. There is no guarantee that our common stock will appreciate in value or even maintain the price at which stockholders have purchased their shares.

Provisions of our charter, by-laws and Delaware law may have anti-takeover effects that could prevent a change in control even if the change in control would be beneficial to our stockholders.

Provisions of our charter, by-laws and Delaware law could make it more difficult for a third party to introduce those productscontrol or acquire us, even if doing so would be beneficial to enterprises. Our failureour stockholders. These provisions include:

our board of directors having the right to maintainelect directors to fill a vacancy created by the expansion of the board of directors or the resignation, death or removal of a director;
stockholders needing to provide advance notice to nominate individuals for election to the board of directors or to propose matters that can be acted upon at a stockholders' meeting; and increase
the number and qualityability of relationshipsour board of directors to issue, without stockholder approval, shares of undesignated preferred stock.

Further, as a Delaware corporation, we are also subject to certain Delaware anti-takeover provisions. Under Delaware law, a corporation may not engage in a business combination with channel partners, and any inability to successfully execute onholder of 15% or more of its capital stock unless the partnerships we initiate, could significantly impede our revenue growth prospects inholder has held the short and long term.

If the accounting estimates we make, and the assumptions on which we rely, in preparing our financial statements prove inaccurate, our actual results may be adversely affected.

Our financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. The preparation of these financial statements requires us to make estimates and judgments about, among other things, taxes, revenue recognition, stock-based compensation costs, capitalization of internal-use software development costs, investments, contingent obligations, allowancestock for doubtful accounts, intangible assets and restructuring charges. These estimates and judgments affect,three years or, among other things, the reported amountsboard of our assets, liabilities, revenue and expenses,directors has approved the amountstransaction. Our board of charges accrued by us, and related disclosuredirectors could rely on Delaware law to prevent or delay an acquisition of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances and at the time they are made. If our estimates or the assumptions underlying them are not correct, actual results may differ materially from ourus.




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estimates and we may need to, among other things, accrue additional charges that could adversely affect our results of operations, which in turn could adversely affect our stock price. In addition, new accounting pronouncements and interpretations of accounting pronouncements have occurred and may occur in the future that could adversely affect our reported financial results.

We may have exposure to greater-than-anticipated tax liabilities.

Our future income taxes could be adversely affected by earnings being lower than anticipated in jurisdictions that have lower statutory tax rates and higher than anticipated in jurisdictions that have higher statutory tax rates, or changes in tax laws, regulations, or accounting principles, as well as certain discrete items such as equity-related compensation. In particular, we do not yet know the full effect that the U.S. Tax Cuts and Jobs Act of 2017 and subsequent related regulations will have on our business and tax exposure assessment. We have recorded certain tax reserves to address potential exposures involving our income tax and sales and use tax positions. These potential tax liabilities result from the varying application of statutes, rules, regulations and interpretations by different jurisdictions. We are currently subject to tax audits in various jurisdictions including the Commonwealth of Massachusetts. If the outcome of such audit or other audits were to be adverse to us, our reserves may not be adequate to cover our total actual liability. Although we believe our estimates, our reserves and the positions we have taken are reasonable, the ultimate tax outcome may differ from the amounts recorded in our financial statements and may materially affect our financial results in the period or periods for which such determination is made.

If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud. As a result, our stockholders could lose confidence in our financial reporting, which could harm our business and the trading price of our common stock.


We have complied with Section 404 of the Sarbanes-Oxley Act of 2002 by assessing, strengthening and testing our system of internal controls. Even though we concluded our internal control over financial reporting and disclosure controls and procedures were effective as of the end of the period covered by this report, we need to continue to maintain our processes and systems and adapt them to changes as our business evolves and we rearrange management responsibilities and reorganize our business. This continuous process of maintaining and adapting our internal controls and complying with Section 404 is expensive and time-consuming and requires significant management attention. We cannot be certain that our internal control measures will continue to provide adequate control over our financial processes and reporting and ensure compliance with Section 404. Furthermore, as our business changes, including by expanding our operations in different markets, increasing reliance on channel partners and completing acquisitions, our internal controls may become more complex and we will requirebe required to expend significantly more resources to ensure our internal controls remain effective. Failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations. If we or our independent registered public accounting firm identify material weaknesses, the disclosure of that fact, even if quickly remediated, could reduce the market's confidence in our financial statements and harm our stock price.


Any failure to meet our debt obligations would damage our business.

As of December 31, 2017, we had total par value of $690.0 million of convertible senior notes outstanding due in 2019. Our ability to refinance the notes, make cash payments in connection with conversions of the notes or repurchase the notes in the event of a fundamental change (as defined in the indenture governing the notes) will depend on market conditions and our future performance, which is subject to economic, financial, competitive and other factors beyond our control. We also may not use the cash we have raised through the issuance of the convertible senior notes in an optimally productive and profitable manner. If we are unable to remain profitable or if we use more cash than we generate in the future, our level of indebtedness at such time could adversely affect our operations by increasing our vulnerability to adverse changes in general economic and industry conditions and by limiting or prohibiting our ability to obtain additional financing for additional capital expenditures, acquisitions and general corporate and other purposes. In addition, if we are unable to make cash payments upon conversion of the notes, we would be required to issue significant amounts of our common stock, which would be dilutive to the stock of existing stockholders. If we do not have sufficient cash to repurchase the notes following a fundamental change, we would be in default under the terms of the notes, which could seriously harm our business. In addition, the terms of the notes do not limit the amount of future indebtedness we may incur. If we incur significantly more debt, this could intensify the risks described above.

Fluctuations in foreign currency exchange rates affect our operating results in U.S. dollar terms.

An increasing portion of our revenue is derived from international operations. Revenue generated and expenses incurred by our international subsidiaries are often denominated in the currencies of the local countries. As a result, our consolidated


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U.S. dollar financial statements are subject to fluctuations due to changes in exchange rates as the financial results of our international subsidiaries are translated from local currencies into U.S. dollars. In addition, our financial results are subject to changes in exchange rates that impact the settlement of transactions in non-functional currencies. While we have implemented a foreign currency hedging program to mitigate transactional exposures, there is no guarantee that such program will be effective.

We may issue additional shares of our common stock or instruments convertible into shares of our common stock and thereby materially and adversely affect the market price of our common stock.

Our Board of Directors has the authority to issue additional shares of our common stock or other instruments convertible into, or exchangeable or exercisable for, shares of our common stock. If we issue additional shares of our common stock or instruments convertible into, or exchangeable or exercisable for, shares of our common stock, it may materially and adversely affect the market price of our common stock.

Our sales to government clients subject us to risks including early termination, audits, investigations, sanctions and penalties.

We have customer contracts with the U.S. government, as well as foreign, state and local governments and their respective agencies. Such government entities often have the right to terminate these contracts at any time, without cause. There is increased pressure for governments and their agencies, both domestically and internationally, to reduce spending. Most of our government contracts are subject to legislative approval of appropriations to fund the expenditures under these contracts. These factors combine to potentially limit the revenue we derive from government contracts in the future. Additionally, government contracts generally have requirements that are more complex than those found in commercial enterprise agreements and therefore are more costly to comply with. Such contracts are also subject to audits and investigations that could result in civil and criminal penalties and administrative sanctions, including termination of contracts, refund of a portion of fees received, forfeiture of profits, suspension of payments, fines and suspensions or debarment from future government business.

Litigation may adversely impact our business.

From time to time, we are or may become involved in various legal proceedings relating to matters incidental to the ordinary course of our business, including patent, commercial, product liability, employment, class action, whistleblower and other litigation and claims, and governmental and other regulatory investigations and proceedings. In addition, under our charter, we could be required to indemnify and advance expenses to our directors and officers in connection with their involvement in certain actions, suits, investigations and other proceedings. Such matters can be time-consuming, divert management’s attention and resources and cause us to incur significant expenses.

We are currently involved in litigation with one of our competitors, Limelight Networks, Inc., or Limelight, involving claims for patent infringement. Limelight has asserted that it is entitled to significant damages. While we challenge the basis of the underlying claims and amount of such assertions, if such action were to be decided against our favor and a court were to award Limelight significant damages, our business and financial condition would be adversely impacted.

Furthermore, because litigation is inherently unpredictable and may not be covered by insurance, there can be no assurance that the results of the Limelight litigation or any of these other matters will not have an adverse impact on our business, results of operations, financial condition or cash flows.

General global market and economic conditions may have an adverse impact on our operating performance, results of operations and cash flows.

Our business has been and could continue to be affected by general global economic and market conditions. To the extent economic conditions impair our customers' ability to profitably monetize the content we deliver on their behalf, they may reduce or eliminate the traffic we deliver for them. Such reductions in traffic would lead to a reduction in our revenue. Additionally, in a down-cycle economic environment, we may experience the negative effects of increased competitive pricing pressure, customer loss, a deceleration in commerce over the Internet and corresponding decrease in traffic delivered over our network and failures by customers to pay amounts owed to us on a timely basis or at all. Suppliers on which we rely for servers, bandwidth, co-location and other services could also be negatively impacted by economic conditions that, in turn, could have a negative impact on our operations or expenses.



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Global climate change and natural resource conservation regulations could adversely impact our business.

Our deployed network of servers consumes significant energy resources, including those generated by the burning of fossil fuels. In response to concerns about global climate change, governments may adopt new regulations affecting the use of fossil fuels or requiring the use of alternative fuel sources. While we have invested in projects to support renewable energy development, our customers, investors and other stakeholders may require us to take more steps to demonstrate that we are taking ecologically responsible measures in operating our business. The costs and any expenses we incur to make our network more energy efficient could make us less profitable in future periods. Failure to comply with applicable laws and regulations or other requirements imposed on us could lead to fines, lost revenue and damage to our reputation.

Because we currently do not intend to pay dividends, stockholders will benefit from an investment in our common stock only if it appreciates in value.

We currently intend to retain our future earnings, if any, for use in the operation of our business and do not expect to pay any cash dividends in the foreseeable future on our common stock. As a result, the success of an investment in our common stock will depend upon any future appreciation in its value. There is no guarantee that our common stock will appreciate in value or even maintain the price at which stockholders have purchased their shares.

Provisions of our charter, by-laws and Delaware law may have anti-takeover effects that could prevent a change in control even if the change in control would be beneficial to our stockholders.

Provisions of our charter, by-laws and Delaware law could make it more difficult for a third party to control or acquire us, even if doing so would be beneficial to our stockholders. These provisions include:

a classified board structure so that only approximately one-third of our Board of Directors is up for re-election in any one year;
our Board of Directors has the right to elect directors to fill a vacancy created by the expansion of the Board of Directors or the resignation, death or removal of a director;
stockholders must provide advance notice to nominate individuals for election to the Board of Directors or to propose matters that can be acted upon at a stockholders' meeting; and
our Board of Directors may issue, without stockholder approval, shares of undesignated preferred stock.

Further, as a Delaware corporation, we are also subject to certain Delaware anti-takeover provisions. Under Delaware law, a corporation may not engage in a business combination with any holder of 15% or more of its capital stock unless the holder has held the stock for three years or, among other things, the board of directors has approved the transaction. Our Board of Directors could rely on Delaware law to prevent or delay an acquisition of us.

Item 1B. Unresolved Staff Comments


None.


Item 2. Properties


We lease approximately 490,000 square feet of propertyOur headquarters is located in Cambridge, Massachusetts where our primary corporate offices are located. The majority of the current leases for such space are scheduled to expire in December 2019. In November 2016, we executed a lease for a new primary headquarters space at 145 Broadway in Cambridge, Massachusetts. The lease is for approximately 480,000659,000 square feet and is expected to commence at the termination of our existing corporate headquarter lease at 150 Broadway in Cambridge, Massachusetts. The initial lease term is 15 years. During 2017 we also extended our lease for 150 Broadway in Cambridge, Massachusetts, which represents 177,000 square feet of our current footprint in Cambridge, Massachusetts. The term of the extended lease is coterminous with the 145 Broadway lease.

feet. We also have offices in other locations in the United States and other countries, the largest of which are in Santa Clara, California; Bangalore, India; and Krakow, Poland. All of our facilities are leased. We believe our facilities are sufficient to meet our needs for the foreseeable future and, if needed, additional space will be available at a reasonable cost.


Item 3. Legal Proceedings


We are party to various litigation matters, governmental proceedings, investigations, claims and disputes that we consider routine and incidental to our business. We do not currently expect the results of any of these litigation matters to have a material effect on our business, results of operations, financial condition or cash flows.


In November 2015, Limelight filed a complaint in the U.S. District Court for the Eastern District of Virginia against Akamai and XO Communications LLC, or XO, alleging patent infringement by the two companies. The complaint seeks to recover from Akamai and XO significant monetary damages based upon lost revenue due to infringing technology used by the companies. We have agreed to indemnify XO for damages it incurs in this matter. We have made counterclaims in the action


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against Limelight alleging that Limelight has infringed Akamai content delivery patents, and we are seeking monetary damages based upon lost revenue due to the infringing technology used by Limelight. A trial date on Limelight's patents has been set for April 2018. We currently believe that the outcome of this litigation will not have a material impact on our business.

Item 4. Mine Safety Disclosures


Not applicable.






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PART II


Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities


Our common stock, par value $0.01 per share, trades under the symbol “AKAM” on the NASDAQNasdaq Global Select Market. The following table sets forth, for the periods indicated, the high and low sales price per share of our common stock on the NASDAQ Global Select Market:
 2017 2016
 High Low High Low
First quarter$71.64
 $59.50
 $57.05
 $39.43
Second quarter$62.58
 $46.81
 $57.50
 $48.88
Third quarter$53.45
 $44.65
 $58.47
 $47.80
Fourth quarter$68.03
 $48.72
 $71.04
 $52.63


As of February 22, 2018,2022, there were 320174 holders of record of our common stock.


We have never paid or declared any cash dividends on shares of our common stock or other securities and do not anticipate paying or declaring any cash dividends in the foreseeable future. We currently intend to retain all future earnings, if any, for use in the operation of our business.


Issuer Purchases of Equity Securities


The following is a summary of our repurchases of our common stock in the fourth quarter of 20172021 (in thousands, except share and per share data):
 
Period(1)
 
Total Number of Shares Purchased(2)
 
Average Price Paid per Share(3)
 
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(4)
 
Approximate Dollar Value of Shares that May Yet be Purchased Under Plans or Programs(4)
October 1, 2017 – October 31, 2017 773,304
 $50.69
 773,304
 $348,673
November 1, 2017 – November 30, 2017 126,618
 53.97
 126,618
 341,839
December 1, 2017 – December 31, 2017 144,838
 58.90
 144,838
 333,309
Total 1,044,760
 $52.23
 1,044,760
 $333,309
Period(1)
Total Number of Shares Purchased(2)
Average Price Paid per Share(3)
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(4)
Approximate Dollar Value of Shares that May Yet be Purchased Under Plans or Programs(4)
October 1, 2021 – October 31, 2021362,034 $105.22 362,034 $282,542 
November 1, 2021 – November 30, 2021704,875 110.45 704,875 204,691 
December 1, 2021 – December 31, 20211,373,341 112.90 1,373,341 49,637 
Total2,440,250 $111.05 2,440,250 


(1)Information is based on settlement dates of repurchase transactions.
(2)Consists of shares of our common stock, par value $0.01 per share.
(3)Includes commissions paid.
(4)In February 2016, the Board of Directors authorized a $1.0 billion share repurchase program effective from February 2016 through December 2018.

(1)Information is based on settlement dates of repurchase transactions.
(2)Consists of shares of our common stock, par value $0.01 per share.
(3)Includes commissions paid.
(4)Effective November 1, 2018, the Board authorized a $1.1 billion repurchase program through December 31, 2021. In October 2021, our board of directors authorized a new $1.8 billion share repurchase program, effective January 1, 2022 through December 31, 2024. Beginning January 1, 2022, we have $1.8 billion available for future repurchases of shares.

During the year ended December 31, 2017,2021, we repurchased 6.94.7 million shares of our common stock for an aggregate of $361.2$522.3 million.




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Item 6. Selected Financial Data[Reserved]


The following selected consolidated financial data should be read in conjunction with our consolidated financial statements and related notes, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial data included elsewhere in this annual report on Form 10-K. The consolidated statements of income and balance sheet data for all periods presented is derived from the audited consolidated financial statements included elsewhere in this annual report on Form 10-K or in prior year annual reports on Form 10-K on file with the Commission.Not applicable.


The following table sets forth selected financial data for the last five fiscal years (in thousands, except per share data):

Year ended December 31, 2017 2016 2015 2014 2013
Revenue $2,502,996
 $2,340,049
 $2,197,448
 $1,963,874
 $1,577,922
Total costs and operating expenses 2,186,777
 1,880,455
 1,731,298
 1,474,355
 1,163,954
Income from operations 316,219
 459,594
 466,150
 489,519
 413,968
Net income 218,321
 316,132
 321,406
 333,948
 293,487
Basic net income per share 1.27
 1.81
 1.80
 1.87
 1.65
Diluted net income per share 1.26
 1.79
 1.78
 1.84
 1.61
Cash, cash equivalents and marketable securities 1,279,528
 1,616,329
 1,524,235
 1,628,284
 1,246,922
Total assets 4,602,844
 4,373,146
 4,181,684
 4,001,546
 2,957,685
Convertible senior notes 662,913
 640,087
 624,288
 604,851
 
Other long-term liabilities 165,304
 134,101
 110,319
 117,349
 65,088
Total stockholders’ equity 3,310,723
 3,224,370
 3,120,878
 2,945,335
 2,629,431

During the years presented in the table above, various acquisitions occurred, the results of which are presented prospectively from the date of acquisition. These acquisitions may impact the comparability of the consolidated financial data presented above. See Note 8 to our consolidated financial statements included elsewhere in this annual report on Form 10-K for more details regarding these acquisitions.



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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations


This Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, should be read in conjunction with our consolidated financial statements and notes thereto that appear elsewhere in this annual report on Form 10-K. See “Risk Factors” elsewhere in this annual report on Form 10-K for a discussion of certain risks associated with our business. The following discussion contains forward-looking statements. The forward-looking statements do not include the potential impact of any mergers, acquisitions, divestitures or other events that may be announced after the date hereof.




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Overview


We provide cloud services for delivering, optimizingsolutions to power and securing content and business applications over the Internet.protect digital experiences. The key factors that influence our financial success are our ability to build on recurring revenue commitments for our performancesecurity and securityperformance offerings, increase media traffic on our network, effectively manage the prices we charge for our solutions, develop new products and carefully manage our capital spending and other expenses. The purpose of this discussion and analysis section is to provide material information relevant to an assessment of our financial condition and results of operations from management’s perspective, including to describe and explain key trends, events and other factors that impacted our reported results and that are reasonably likely to impact our future performance.


Revenue


For most of our solutions, our customers commit to contracts having terms of a year or longer, which allows us to have a consistent and predictable base level of revenue. In addition to a base level of revenue, we are also dependent on media customers where usage of our servicessolutions is more variable. As a result, our revenue is impacted by the amount of media and software download traffic we serve on our network, the rate of adoption of gaming, social media and video platform capabilities,offerings, the timing and variability of customer-specific one-time events and thegeopolitical, economic and other developments that impact of seasonalour customers' businesses. Seasonal variations that impact traffic on our business. Thenetwork, such as holiday-related activities, can cause revenue fluctuations from quarter to quarter. Over the longer term, our ability to expand our product portfolio and to effectively manage the prices we charge for our servicessolutions are also key factors impacting our revenue growth.


We have observed the following trends related to our revenue in recent years:


Increased sales of our security solutions have made a significant contribution to revenue growth, and we expectgrowth. We plan to continue ourto invest in this area with a focus on security solutionsfurther enhancing our product portfolio and extending our go-to-market capabilities, particularly in the future.certain markets and through our channel partners.


We have experienced increases in the amount of traffic delivered for customers that use our solutions for video, gaming downloads and social media and software downloads, contributing to anmedia. During 2020, we saw a dramatic increase in traffic growth on our revenue. However,network related to the shutdowns and restrictions from the second halfnovel coronavirus, or COVID-19, pandemic. Primarily as a result of 2015 onward, ourthe rollback of many pandemic-related restrictions, we have seen the rate of traffic growth moderate during 2021. We do not expect the events of 2020, and its impact to our revenue growth rates, have moderated, primarily due to repeat in the “do-it-yourself” effortsforeseeable future.

The prices paid by some of our customers that are among the large Internet platform companies: Amazon, Apple, Facebook, Google, Microsofthave declined due to competition and Netflix. We refercontract renewals. During 2021 as compared to these companies as our Internet Platform Customers. Some of these customers have elected to develop and rely on their internal infrastructure to deliver more of their media content themselves rather than use our services. As2020, we experienced a result, we are likely to continue experiencing lowerdecline in revenue from these customers. We have not, however, been experiencing a significant shiftwebsite and application delivery solutions due to internal infrastructure usage across the remainder of our media services customer base.

Weabove factors, particularly in the U.S. commerce vertical. While we have increased committed recurring revenue from our solutions by increasing sales ofupselling incremental servicessolutions to our existing customers and adding new customers. These increases helpedcustomers to limitoffset the impactnegative trends, we expect revenue challenges from our website and application performance solutions to continue in 2022.

Revenue from our international operations has been growing at a faster pace than from our U.S. operations, particularly in terms of reductionstraffic, new customer acquisition and cross-selling of incremental solutions. Because we publicly report in usage ofU.S. dollars, if the dollar strengthens, our services and contract terminations by certain customers, as well as the effect of price decreases negotiated as part of contract renewals.reported revenue results will be negatively impacted. Conversely, a weaker dollar would benefit our reported results.


The unit prices paid by some of our customers have declined, reflecting the impact of competition. Our revenue would have been higher absent these price declines.

We have experienced variations in certain types of revenue from quarter to quarter. In particular, we typically experience higher revenue in the fourth quarter of each year for some of our solutions as a result of holiday season activity. We also experience lower revenue in the summer months, particularly in Europe, from both e-commerce and media customers because overall Internet use declines during that time. In addition, we experience quarterly variations in revenue attributable to, among other things, the nature and timing of software and gaming releases by our customers using our software download solutions;customers; whether there are large live sporting or other events or situations that increaseimpact the amount of media traffic on our network; and the frequency and timing of purchases of custom services.

solutions or licensed software.




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Expenses


Our level of profitability is also impacted by our expenses, including direct costs to support our revenue such as bandwidth and co-location costs. We have observed the following trends related to our profitability in recent years:


Our profitability improved in 2021 and 2020 as compared to prior periods due to higher overall revenue as well as the effects of cost savings and efficiency initiatives we have undertaken. We have also benefited from lower travel expenses because of pandemic-related shutdowns and restrictions. We will need to continue to undertake efforts intended to improve the efficiency of operations to manage our expense growth and profitability.

Network bandwidth costs represent a significant portion of our cost of revenue. Historically, we have been able to mitigate increases in these costs by reducing our network bandwidth costs per unit and investing in internal-use software development to improve the performance and efficiency of our network. Our total bandwidth costs may increase in the future as a result of expected higher traffic levels and serving more traffic from higher cost regions. We will need to continue to effectively manage our bandwidth costs to maintain current levels of profitability.


Co-location costs are also a significant portion of our cost of revenue. By improving our internal-use software and managing our hardware deployments to enable us to use servers more efficiently, we have been able to manage the growth of co-location costs. We expect to continue to scale our network in the future and will need to continue to effectively manage our co-location costs to maintain current levels of profitability.


DueNetwork build-out and supporting service costs represent another significant portion of our cost of revenue. These costs include maintenance and supporting services incurred as we continue to build-out our global network. We have seen these costs increase in 2021 and 2020, as a result of our network expansion and pricing pressure from vendors. As we continue to invest in our network, we will need to effectively manage our network build-out and supporting costs.

Our employees are core to the fixed nature of someoperations of our co-locationbusiness, and bandwidth costs over a minimum time period, it may not be possible to quickly reduce those costs. If our revenue growth rate declines, our profitability could decrease.

Restructuring costs were significant in the fourth quarter of 2017, as management committed to an action to restructure certain parts of the company. The restructuring actions are expected to facilitate cost efficiencies and savings in 2018.

Payrollpayroll and related costs, including stock-based compensation, costs have grown inis one of our largest expenses. It is important to the past several years assuccess of operations that we have increased headcountoffer competitive compensation packages. However, we need to support our revenue growthensure we continue to focus on the right investments and strategic initiatives.maintain operational efficiencies to mitigate the cost of talent. We increased our headcount by 1,161 employees during the year ended December 31, 2017, through hiring and from our acquisitions. During the year ended December 31, 2016, we increased our headcount by 406 employees. We expectplan to continue to hire employees both domestically and internationally, in support of our strategic initiatives, including through our anticipated acquisition, but atdo not expect overall headcount to increase significantly in 2022.

Depreciation expense related to our network equipment also contributes to our overall expense levels. During 2021, as compared to 2020, we saw higher depreciation expense due to accelerated deployment of equipment in 2020 to help meet the increased traffic demands arising during the ongoing COVID-19 pandemic. We plan to continue to invest in our network in 2022 which will further increase our capital expenditures and resulting depreciation expense.

Acquisitions

In February 2022, we announced our intention to acquire Linode Limited Liability Company, or Linode, for approximately $900.0 million, net of cash acquired and subject to post-closing adjustments. Linode is an infrastructure-as-a-service platform provider that allows for developer-friendly cloud computing capabilities. The acquisition is intended to enhance our edge computing services by creating a slower pace than experiencedunique cloud platform to build, run and secure applications from the cloud to the edge. The acquisition is expected to close in 2017. We anticipate our headcount growth during 2018, if any,March 2022. Linode has approximately 250 employees, and the acquisition is expected to be modest givenaccretive to our earnings per share in 2022.

In October 2021, we acquired Guardicore Ltd., or Guardicore, for $610.4 million in cash. Guardicore's micro-segmentation solution is designed to limit user access to only those applications that are authorized to communicate with each other, thereby limiting the eliminationspread of malware and protecting the flow of enterprise data across the network. Guardicore has approximately 270 employees, and the acquisition is expected to be dilutive to our earnings per share at least through 2022.




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Reorganization

We are currently organized and operate in one reportable and operating segment: providing cloud services for delivering, optimizing and securing content and business applications over 300 positions in the first quarterinternet. Effective on March 1, 2021, we reorganized into two groups, both of 2018which utilize the Akamai Intelligent Edge Platform and our global sales organization: the Security Technology Group and the Edge Technology Group. These groups are aligned with our product offerings. Revenue from the Security Technology Group was previously reported as part ofrevenue from Cloud Security Solutions, and revenue from the Edge Technology Group was previously reported as revenue from content delivery network services and all other solutions. The Security Technology Group includes solutions that are designed to keep infrastructure, websites, applications and users safe, while the Edge Technology Group includes solutions that enable business online, including media delivery, web performance and edge computing solutions.

Remote Work

We have a rigorous process for assessing whether any office can reopen (and remain open) based on local government regulations, local health trends and business needs. For most locations, our restructuring actions. Payroll and related compensation costsfacilities are expected to increasebe closed to employees whose job responsibilities do not require in-office work. We have begun to selectively and safely reopen offices in 2018a limited capacity for employees who would prefer to work from one of our offices. Safety protocols include, but are not limited to, mandatory training, personal protective equipment, reduced capacity, social distancing, an increased cleaning schedule and, in certain jurisdictions, vaccination requirements and/or testing protocols. We have a rigorous process for assessing whether any office can reopen (and remain open) based on local government regulations, local health trends and business needs. Except for employees whose job responsibilities require in-office work, none of our employees are required to fully return to the office, even those that are currently open. In addition, we plan to roll out our FlexBase program in May 2022, which will allow the more than 90% of our workforce designated as a resultflexible to choose whether they want to work from an Akamai office or their home office, even after we decide it is safe to open all of our offices in light of the hiring completed throughout 2017.COVID-19 pandemic.


In recent years,Our operations have not been significantly disrupted by the shift to remote working. While we have used strategic acquisitionsincurred and expect to complementcontinue to incur expenses associated with enabling remote work, reconfiguring work spaces to help ensure the safety and augment existing technological capabilities. During eachwell-being of 2017, 2016employees accessing our locations and 2015,re-thinking our facility footprint and the way we completed various acquisitions that, while immaterial toutilize office space, we do not currently believe those costs will materially impact our financial condition or results as a whole during those years, have contributed to increases in our revenue and level of expenses.operations.



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Results of Operations


The following sets forth, as a percentage of revenue, consolidated statements of income data for the years indicated:


202120202019
Revenue100.0 %100.0 %100.0 %
Costs and operating expenses:
Cost of revenue (exclusive of amortization of acquired intangible assets shown below)36.7 35.4 34.1 
Research and development9.7 8.4 9.0 
Sales and marketing13.3 16.0 18.1 
General and administrative16.0 17.1 17.8 
Amortization of acquired intangible assets1.4 1.3 1.3 
Restructuring charge0.3 1.2 0.6 
Total costs and operating expenses77.4 79.4 80.9 
Income from operations22.6 20.6 19.1 
Interest income0.5 0.9 1.2 
Interest expense(2.1)(2.2)(1.7)
Other income (expense), net0.1 (0.1)— 
Income before provision for income taxes21.1 19.2 18.6 
Provision for income taxes(1.8)(1.4)(1.8)
Loss from equity method investment(0.4)(0.4)— 
Net income18.9 %17.4 %16.8 %



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 2017 2016 2015
Revenue100.0 % 100.0 % 100.0 %
Costs and operating expenses:     
Cost of revenue (exclusive of amortization of acquired intangible assets shown below)35.0
 34.6
 33.0
Research and development8.9
 7.2
 6.8
Sales and marketing19.7
 18.2
 20.1
General and administrative20.3
 18.8
 17.7
Amortization of acquired intangible assets1.2
 1.1
 1.2
Restructuring charges2.2
 0.4
 
Total costs and operating expenses87.3
 80.3
 78.8
Income from operations12.7
 19.7
 21.2
Interest income0.7
 0.6
 0.5
Interest expense(0.8) (0.8) (0.8)
Other income (expense), net
 0.2
 (0.1)
Income before provision for income taxes12.6
 19.7
 20.8
Provision for income taxes3.9
 6.1
 6.2
Net income8.7 % 13.6 % 14.6 %


Revenue


Revenue during the periods presented is as follows (in thousands):


For the Years Ended December 31,For the Years Ended December 31,
20212020% Change% Change at Constant Currency20202019% Change% Change at Constant Currency
Security Technology Group$1,334,836 $1,061,622 25.7 %24.6 %$1,061,622 $848,733 25.1 %25.3 %
Edge Technology Group2,126,387 2,136,527 (0.5)(1.2)2,136,527 2,044,884 4.5 4.4 
Total revenue$3,461,223 $3,198,149 8.2 %7.3 %$3,198,149 $2,893,617 10.5 %10.6 %
 For the Years Ended December 31, For the Years Ended December 31,
 2017 2016 % Change % Change at Constant Currency 2016 2015 % Change % Change at Constant Currency
Revenue$2,502,996
 $2,340,049
 7.0% 7.0% $2,340,049
 $2,197,448
 6.5% 6.6%


The increase in our revenue from 2016in 2021 as compared to 20172020 was primarily the result of continued strong growth fromin sales of solutions offered by our Cloud Security Solutions, which grew 32% year-over-year, and from new product introductions. Overall, however, the revenue growth rates for 2017 and 2016 have been negatively impacted by the "do-it-yourself" efforts of our Internet Platform Customers, some of which have developed internal infrastructure to deliver more of their media content themselves rather than rely on our media services. Revenue from these six customers in the aggregate declined from $250.5 million in 2016 to $202.9 million in 2017.
Technology Group. The increase in our revenue from 2015 to 2016 was driven by higher demand for our services across all of our solutions and geographies, with particularly strong growth from our Cloud Security Solutions. The impact of the revenue decline from our Internet Platform Customers was particularly acute in 2016, declining to $250.5 million2020 as compared to $379.3 million in 2015.

We expect our revenue to increase in 2018 as compared to 2017 as a result of increased customer traffic delivered on our network, sales of incremental services to our existing customers and sales to new customers.



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The following table quantifies the contribution to revenue during the periods presented from our divisions (in thousands). It is a customer-focused reporting view that reflects revenue we received from customers that are managed by the indicated division. For example, Media Division revenue represents all revenue received from customers that are predominately purchasing solutions from our media verticals (OTT video services, gaming, social media, etc.), including revenue from non-media solutions that those customers purchase. During 2017, the divisional categorization of certain customers2019 was adjusted based on how those customer relationships were being managed. The historical presentation of divisional revenue was revised in order to reflect the most recent categorization and to provide a comparable view for all periods presented. During 2018, we plan to consolidate and manage our customers in two divisions: the Web Division and the Media and Carrier Division.

 For the Years Ended December 31, For the Years Ended December 31,
 2017 2016 % Change % Change at Constant Currency 2016 2015 % Change % Change at Constant Currency
Web Division$1,302,489
 $1,132,858
 15.0 % 15.0 % $1,132,858
 $986,025
 14.9 % 14.9 %
Media Division1,119,282
 1,136,150
 (1.5) (1.5) 1,136,150
 1,157,016
 (1.8) (1.7)
Enterprise and Carrier Division81,225
 71,041
 14.3
 14.3
 71,041
 54,408
 30.6
 31.0
Total revenue$2,502,996
 $2,340,049
 7.0 % 7.0 % $2,340,049
 $2,197,449
 6.5 % 6.6 %

The increase in Web Division revenue for 2017 as compared to 2016 was due to increased purchases of new solutions and upgrades to existing services by this customer base. Increased sales of our Cloud Security Solutions to Web Division customers, in particular our Kona Site Defender and Prolexic solutions, as well as our new Bot Manager, offering were a principal contributor to our overall revenue growth. The increase in Web Division revenue in 2016 as compared to 2015 was due to increased demand across most of our customer base particularly for our Cloud Security Solutions.

The declines in the year-over-year revenue growth rate in Media Division revenue for 2017 as compared to 2016, and 2016 as compared to 2015, were primarily the result of decreasedhigher media traffic fromvolumes due in part to behavioral changes prompted by the COVID-19 pandemic and continued strong growth in sales of our Internet Platform Customers. The year-over-year revenue growth rate for other Media Division customers was 4% and 14% for the years ended December 31, 2017 and 2016, respectively.Security Technology Group solutions.

The following table quantifies the contribution to revenue during the periods presented from our solution categories, which is a product-focused view that reflects revenue by solution purchased (in thousands):

 For the Years Ended December 31, For the Years Ended December 31,
 2017 2016 % Change % Change at Constant Currency 2016 2015 % Change % Change at Constant Currency
Performance and Security Solutions$1,542,558
 $1,355,030
 13.8 % 13.9 % $1,355,030
 $1,158,281
 17.0 % 17.3 %
Media Delivery Solutions738,916
 787,179
 (6.1) (6.2) 787,179
 868,820
 (9.4) (9.6)
Services and Support Solutions221,522
 197,840
 12.0
 12.0
 197,840
 170,347
 16.1
 16.0
Total revenue$2,502,996
 $2,340,049
 7.0 % 7.0 % $2,340,049
 $2,197,448
 6.5 % 6.6 %


The increases in Performance and Security SolutionsTechnology Group revenue for 20172021 as compared to 2016,2020, and 20162020 as compared to 2015,2019, were due to newgrowth across our security products portfolio, including Bot Manager, Kona Site Defender, Prolexic and our access control product introductionssuite.

The decrease in Edge Technology Group revenue for 2021 as compared to 2020 was due to reduction in sales of application performance solutions, partially offset by growth in edge application solutions. The increase in Edge Technology Group revenue for 2020 as compared to 2019 was primarily due to strong traffic growth, driven by video and increased demand across all major product lines, with especiallygaming, over-the-top, or OTT, as well as strong growth in our Cloud Security Solutions. Cloud Security Solutions revenue foredge applications solutions stemming from behavior changes from the year ended December 31, 2017 was $481.5 million, as compared to $364.9 millionCOVID-19 pandemic. These increases were partially offset by a reduction in sales of website and $254.4 million for the years ended December 31, 2016 and 2015, respectively.application performance solutions.




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The declines in Media Delivery Solutions revenue for 2017 as compared to 2016, and 2016 as compared to 2015, were primarily the result of decreased traffic from our Internet Platform Customers, resulting from their "do-it-yourself" efforts in delivering their content. During 2017 as compared to 2016, revenue from our Media Delivery Solutions for other customers remained flat.

The increases in Services and Support Solutions revenue for 2017 as compared to 2016, and 2016 as compared to 2015, were due to strong attachment rates for our professional services for new customers as well as purchases of upgrades to professional services by our existing customers.

The following table quantifies revenueRevenue derived in the U.S. and internationally during the periods presented is as follows (in thousands):


For the Years Ended December 31,For the Years Ended December 31,
20212020% Change% Change at Constant Currency20202019% Change% Change at Constant Currency
U.S.$1,837,508 $1,777,435 3.4 %3.4 %$1,777,435 $1,694,211 4.9 %4.9 %
International1,623,715 1,420,714 14.3 12.3 1,420,714 1,199,406 18.4 18.5 
Total revenue$3,461,223 $3,198,149 8.2 %7.3 %$3,198,149 $2,893,617 10.5 %10.6 %
 For the Years Ended December 31, For the Years Ended December 31,
 2017 2016 % Change % Change at Constant Currency 2016 2015 % Change % Change at Constant Currency
U.S.$1,647,948
 $1,620,724
 1.7% 1.7% $1,620,724
 $1,604,492
 1.0% 1.0%
International855,048
 719,325
 18.9
 18.9
 719,325
 592,956
 21.3
 21.6
Total revenue$2,502,996
 $2,340,049
 7.0% 7.0% $2,340,049
 $2,197,448
 6.5% 6.6%


The reduced revenue from our Internet Platform Customers negatively impacted our U.S. revenue growth rates for 2021 and 2020 were positively impacted by the years ended December 31, 2017increase in traffic on our network in 2021 and 2016, as these customers are based2020, including from our U.S.-based large internet platform customers.

Internationally, during 2021 and 2020, we continued to see strong revenue growth from our operations in the U.S. Asia-Pacific region. Changes in foreign currency exchange rates positively impacted our revenue by $28.8 million in 2021 as compared to 2020, and negatively impacted our revenue by $1.2 million in 2020 as compared to 2019.

For the year ended December 31, 2017,2021, approximately 34%47% of our revenue was derived from our operations located outside of the U.S., compared to 31%44% for the year ended December 31, 2016,2020 and 27%41% for the year ended December 31, 2015.2019. No single country outside of the U.S. accounted for 10% or more of revenue during any of these periods.


During 2017 and 2016, we continued to see strong revenue growth from our operations in the Asia Pacific region. Changes in foreign currency exchange rates negatively impacted our revenue by $0.4 million in 2017 as compared to 2016, and by $1.0 million in 2016 as compared to 2015.




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Cost of Revenue


Cost of revenue consisted of the following for the periods presented (in thousands):


 For the Years Ended December 31,For the Years Ended December 31,
 20212020% Change20202019% Change
Bandwidth fees$209,288 $200,167 4.6 %$200,167 $165,335 21.1 %
Co-location fees177,950 156,275 13.9 156,275 127,024 23.0 
Network build-out and supporting services157,234 134,952 16.5 134,952 101,135 33.4 
Payroll and related costs276,544 262,972 5.2 262,972 248,146 6.0 
Stock-based compensation, including amortization of prior capitalized amounts57,390 52,863 8.6 52,863 51,607 2.4 
Depreciation of network equipment226,384 167,017 35.5 167,017 125,589 33.0 
Amortization of internal-use software164,166 158,426 3.6 158,426 168,788 (6.1)
Total cost of revenue$1,268,956 $1,132,672 12.0 %$1,132,672 $987,624 14.7 %
As a percentage of revenue36.7 %35.4 %35.4 %34.1 %
 For the Years Ended December 31, For the Years Ended December 31,
 2017 2016 % Change 2016 2015 % Change
Bandwidth fees$168,092
 $168,202
 (0.1)% $168,202
 $150,607
 11.7%
Co-location fees130,181
 129,904
 0.2
 129,904
 125,983
 3.1
Network build-out and supporting services75,209
 61,320
 22.7
 61,320
 58,207
 5.3
Payroll and related costs216,681
 189,409
 14.4
 189,409
 158,742
 19.3
Stock-based compensation, including amortization of prior capitalized amounts36,677
 31,145
 17.8
 31,145
 26,222
 18.8
Depreciation of network equipment143,825
 140,777
 2.2
 140,777
 130,098
 8.2
Amortization of internal-use software105,093
 88,244
 19.1
 88,244
 75,761
 16.5
Total cost of revenue$875,758
 $809,001
 8.3 % $809,001
 $725,620
 11.5%
As a percentage of revenue35.0% 34.6%   34.6% 33.0%  



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The increaseincreases in total cost of revenue for 20172021 as compared to 20162020, and 2020 as compared to 2019, was primarily due to increases in:

payroll and related costs, as well as stock-based compensation, due to increased hiringinvestment in our services teamnetwork, mostly incurred in 2020, to support revenue growth;
current and anticipated future traffic growth, which resulted in increases to amounts paid for network build-out and supporting services, higher depreciation costs of our network equipment and increases to expenses related to investmentsour co-location facilities. Bandwidth fees also increased during these periods due to growth in network expansionthe amount of traffic served on our network.

During 2022, we anticipate cost of revenues to support our expanding web performance and cloud security solutions as a result of new product launches and our acquisitions; and
increase compared to 2021, in particular amortization of internal-use software, as we continued to release internally-developed software onto our network as a result of new product launches and significant enhancements to our existing services.

The increase in total cost of revenue for 2016 as compared to 2015 was primarily due to increases in:

amounts paid to network providers for bandwidth fees to support the increase in traffic served on our network and for traffic served from higher cost regions;
payroll and related costs, as well as stock-based compensation, due to increased hiring in our services team to support revenue growth; and
depreciation of network equipment and amortization of internal-use software as we continued to invest in our infrastructure and release internally-developed software onto our network.

We have long-term purchase commitments for co-location services and bandwidth usage with various vendors and network and Internet service providers. Our minimum commitments related to bandwidth usage and co-location services may vary from period to period depending on the timing and length of contract renewals with our service providers. See Note 12 to our consolidated financial statements included elsewhere in this annual report on Form 10-K for details regarding our bandwidth usage and co-location services purchase commitments.

We believe that cost of revenue will increase during 2018 as compared to 2017 due to higher bandwidth expenses associated with increased customer traffic on our network and the costs we expect to incur to increase our network's capacity and resiliency with the goal of combating potential attacks on our platform. Additionally, during 2018, we anticipate amortization of internal-use software development costs to increase as compared to 2017, along with increased payroll and related costs, associated withdue to continued investments in our professional services personnelnetwork, as well as our recent and related expenses. However, we do not anticipate that cost of revenue will increase as a percentage of revenue during 2018 as compared to 2017.expected acquisitions. We plan to continue making investments into focus our efforts on managing our operating margins, including continuing to manage our bandwidth, co-location and network with the expectation that our customer base will continue to expand and that we will continue to deliver more traffic to existing customers.build-out costs.


Research and Development Expenses


Research and development expenses consisted of the following for the periods presented (in thousands):


For the Years Ended December 31,For the Years Ended December 31,
 20212020% Change20202019% Change
Payroll and related costs$456,138 $410,568 11.1 %$410,568 $382,084 7.5 %
Stock-based compensation65,951 48,854 35.0 48,854 49,685 (1.7)
Capitalized salaries and related costs(200,530)(200,143)0.2 (200,143)(183,282)9.2 
Other expenses13,813 10,036 37.6 10,036 12,878 (22.1)
Total research and development$335,372 $269,315 24.5 %$269,315 $261,365 3.0 %
As a percentage of revenue9.7 %8.4 %8.4 %9.0 %
 For the Years Ended December 31, For the Years Ended December 31,
 2017 2016 % Change 2016 2015 % Change
Payroll and related costs$322,604
 $253,351
 27.3% $253,351
 $220,198
 15.1 %
Stock-based compensation38,863
 29,739
 30.7
 29,739
 23,926
 24.3
Capitalized salaries and related costs(148,998) (122,084) 22.0
 (122,084) (103,352) 18.1
Other expenses9,965
 6,622
 50.5
 6,622
 7,819
 (15.3)
Total research and development$222,434
 $167,628
 32.7% $167,628
 $148,591
 12.8 %
As a percentage of revenue8.9% 7.2%   7.2% 6.8%  


The increases in research and development expenses for 20172021 as compared to 20162020 were due to increased payroll and 2016related costs, including stock-based compensation, primarily due to headcount growth, the redeployment of some employees to research and development functions from sales and marketing activities as part of our March 2021 reorganization and as a result of employees joining us through acquisitions.

The increases in research and development expenses for 2020 as compared to 2015,2019 were due to increases in:

growth in payroll and related costs as a result of merit increases and headcount growth to support investments in new product development and network scaling, and as a result of recent acquisitions; and
stock-based compensation due to increased headcount and market adjustments of award sizes to existing employees due to competition for certain engineering talent.



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Thescaling. These increases in research and development expenses for the periods presented above were partially offset by increases in capitalized salaries and related costs due to continued investment in internal-use software deployed on our network.



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Research and development costs are expensed as incurred, other than certain internal-use software development costs eligible for capitalization. Capitalized development costs consist of payroll and related costs for personnel and external consulting expenses involved in the development of internal-use software used to deliver our services and operate our network. For the years ended December 31, 2017, 20162021, 2020 and 2015,2019, we capitalized $26.8$32.2 million, $21.4$35.7 million and $16.7$33.7 million, respectively, of stock-based compensation. These capitalized internal-use software development costs are amortized to cost of revenue over their estimated useful lives, which is generally two years.years, but can be up to seven years based on the software developed and its expected useful life.


We believe thatexpect research and development expenses during 2018 willcosts to increase as comparedin 2022 to 2017, as a result of the increases insupport our innovation initiatives and incremental headcount we experienced throughout 2017. We expect the increasesdue to payrollhiring for our strategic investments and related costs in 2018 as compared to 2017 to be at a slower pace than we experienced in 2017.our employees acquired through our recent and anticipated acquisitions.


Sales and Marketing Expenses


Sales and marketing expenses consisted of the following for the periods presented (in thousands):


For the Years Ended December 31,For the Years Ended December 31,
 20212020% Change20202019% Change
Payroll and related costs$366,501 $393,800 (6.9)%$393,800 $382,570 2.9 %
Stock-based compensation46,342 65,257 (29.0)65,257 62,149 5.0 
Marketing programs and related costs40,553 39,272 3.3 39,272 52,787 (25.6)
Other expenses8,571 12,076 (29.0)12,076 26,377 (54.2)
Total sales and marketing$461,967 $510,405 (9.5)%$510,405 $523,883 (2.6)%
As a percentage of revenue13.3 %16.0 %16.0 %18.1 %
 For the Years Ended December 31, For the Years Ended December 31,
 2017 2016 % Change 2016 2015 % Change
Payroll and related costs$354,829
 $309,181
 14.8% $309,181
 $316,845
 (2.4)%
Stock-based compensation60,247
 55,407
 8.7
 55,407
 53,542
 3.5
Marketing programs and related costs48,551
 36,904
 31.6
 36,904
 43,990
 (16.1)
Other expenses30,005
 25,475
 17.8
 25,475
 26,611
 (4.3)
Total sales and marketing$493,632
 $426,967
 15.6% $426,967
 $440,988
 (3.2)%
As a percentage of revenue19.7% 18.2%   18.2% 20.1%  


The increasedecreases in sales and marketing expenses for 20172021 as compared to 2016 was primarily2020 were due to increases in:

decreased payroll and related costs, fromincluding stock-based compensation, primarily as a result of headcount increasesreductions due to enable our Webthe establishment of a unified global sales organization and Enterprise and Carrier Divisions' go-to-market strategies in supportelimination of growth opportunities; and
marketing programs and related costs in supportduplicative roles as a result of our go-to-market strategiesMarch 2021 reorganization. In connection with this, some employees who previously supported the sales organization were redeployed in March 2021 to our research and ongoing geographic expansion.development function to focus our investments to improve security, performance, scalability and innovation across our solutions.


The decreasedecreases in sales and marketing expenses for 20162020 as compared to 2015 was primarily due2019 were a result of the restrictions associated with the COVID-19 pandemic that resulted in the cancellation or postponement of in-person marketing events and led to a decreasedecline in performance-based commissions earnedtravel expenses such as airfare, lodging and reduced spending on marketing programsother costs related to in-person customer events and related costs as we moderated discretionary spending to align with our revenue growth rates.meetings.


We believe thatexpect sales and marketing expenses willcosts to increase during 2018in 2022 as compared to 2017,2021, due our recent and anticipated acquisitions. However, we plan to increased payrollcontinue to carefully manage costs in an effort to manage our operating margins and related costs as a result of headcount growth during 2017to refine and expected hiring in 2018.optimize our go-to-market efforts.





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General and Administrative Expenses


General and administrative expenses consisted of the following for the periods presented (in thousands):

For the Years Ended December 31,For the Years Ended December 31,
 20212020% Change20202019% Change
Payroll and related costs$223,238 $199,992 11.6 %$199,992 $194,232 3.0 %
Stock-based compensation63,324 58,470 8.3 58,470 52,826 10.7 
Depreciation and amortization81,934 82,862 (1.1)82,862 78,587 5.4 
Facilities-related costs100,769 98,805 2.0 98,805 90,674 9.0 
Provision for doubtful accounts763 2,881 (73.5)2,881 1,924 49.7 
Acquisition-related costs13,317 5,579 138.7 5,579 1,920 190.6 
License of patent— — — — (8,855)(100.0)
Legal settlements— 275 (100.0)275 10,000 (97.3)
Endowment of Akamai Foundation— 20,000 (100.0)20,000 — 100.0 
Other expenses69,679 79,024 (11.8)79,024 94,785 (16.6)
Total general and administrative$553,024 $547,888 0.9 %$547,888 $516,093 6.2 %
As a percentage of revenue16.0 %17.1 %17.1 %17.8 %
 For the Years Ended December 31, For the Years Ended December 31,
 2017 2016 % Change 2016 2015 % Change
Payroll and related costs$194,199
 $163,348
 18.9 % $163,348
 $161,660
 1.0 %
Stock-based compensation44,884
 41,073
 9.3
 41,073
 35,062
 17.1
Depreciation and amortization76,128
 65,780
 15.7
 65,780
 54,562
 20.6
Facilities-related costs80,452
 72,549
 10.9
 72,549
 64,302
 12.8
Provision for doubtful accounts3,209
 1,235
 159.8
 1,235
 1,717
 (28.1)
Acquisition-related costs23,373
 1,028
 2,173.6
 1,028
 1,756
 (41.5)
License of patent(16,421) (8,577) 91.5
 (8,577) 
 (100.0)
Professional fees and other expenses103,341
 103,480
 (0.1) 103,480
 69,206
 49.5
Total general and administrative$509,165
 $439,916
 15.7 % $439,916
 $388,265
 13.3 %
As a percentage of revenue20.3% 18.8%   18.8% 17.7%  


The increase in total general and administrative expenses for 20172021 as compared to 20162020 was primarily due to increases in:

increased payroll and related costs, specificallyincluding stock-based compensation, as a result of annual merit increases and headcount growth, partially offset by a decrease in an endowment contribution to the Akamai Foundation in 2020 that did not recur in 2021.

The increase in general and administrative expenses for 2020 as compared to 2019 was primarily due to:

an endowment contribution to the Akamai Foundation in 2020, which did not occur in 2019, to support the Foundation's increased charitable initiatives;
expansion of company infrastructure throughout 2019, including moving into our network infrastructure and information technology functionsnew corporate headquarters in support of our security infrastructure growth and network scaling and efficiency efforts;
Cambridge, Massachusetts, which increased facilities-related costs and depreciation and amortization duein 2020; and
a reduction to expansion of company infrastructure throughout 2016 and 2017 to support investments in engineering, go-to market capacity and enterprise expansion initiatives, particularly expansionlicense patent fees as a result of our facility footprint; andlitigation with Limelight Networks, Inc., or Limelight, that did not recur in 2020.
acquisition-related costs due to the release of an indemnification receivable related to an acquisition.


The increaseincreases in total general and administrative expenses for 20162020 as compared to 2015 was primarily due2019 were also partially offset by a decrease in amounts paid to increases in:

legal and other professional fees due to ongoing litigation;
expansion of company infrastructure throughout 2015 and 2016 to support investments in engineering, go-to market
capacity and enterprise expansion initiatives, particularly expansion of our facility footprint, which
increased facilities-related costs and depreciation and amortization; and
stock-based compensationservice providers for advisory services as well as a result of increased headcount and the impactlegal settlement charge in 2019 that changing estimates have ondid not recur in 2020.
performance-based stock-based compensation awards from period to period.


General and administrative expenses for 20172021, 2020 and 20162019 are broken out by category as follows (in thousands):


For the Years Ended December 31,For the Years Ended December 31,
20212020% Change20202019% Change
Global functions$212,456$193,719 9.7 %$193,719 $198,077 (2.2)%
As a percentage of revenue6.1 %6.1 %6.1 %6.8 %
Infrastructure326,480325,434 0.3 325,434 307,500 5.8 
As a percentage of revenue9.4 %10.2 %10.2 %10.6 %
Other14,08828,735 (51.0)28,735 10,516 173.3 
Total general and administrative expenses$553,024 $547,888 0.9 %$547,888 $516,093 6.2 %
As a percentage of revenue16.0 %17.1 %17.1 %17.8 %
  For the Years Ended December 31, For the Years Ended December 31,
  2017 2016 % Change 2016 2015 % Change
Global functions $201,539
 $189,485
 6.4 % $189,485
 $160,019
 18.4 %
As a percentage of revenue 8.1% 8.1%   8.1% 7.3%  
Infrastructure 297,465
 255,855
 16.3
 255,855
 222,674
 14.9
As a percentage of revenue 11.9% 10.9%   10.9% 10.1%  
Other 10,161
 (5,424) (287.3) (5,424) 5,572
 (197.3)
Total general and administrative expenses $509,165
 $439,916
 15.7 % $439,916
 $388,265
 13.3 %
As a percentage of revenue 20.3% 18.8%   18.8% 17.7%  




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Global functions expense includes payroll, stock-based compensation and other employee-related costs for administrative functions, including finance, purchasing, order entry, human resources, legal, information technology and executive personnel, as well as third-party professional service fees. Infrastructure expense includes payroll, stock-based compensation and other employee-related costs for our network infrastructure functions, as well as facility rent expense, depreciation and amortization



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of facility and IT-related assets, software and software-related costs, business insurance and taxes. Our network infrastructure function is responsible for network planning, sourcing, architecture evaluation and platform security. Other expensesexpense includes acquisition-related costs, provision for doubtful accounts, legal settlements, the endowment contribution to the Akamai Foundation, transformation costs and the licenselicensing of a patent.patent.


During 2018,2022, we expect payroll and related costs of our general and administrative functions to increase as compared to 20172021 as a result of headcount growth in 2017. We do not expect other areas of general and administrative expenses to experiencesupport the same level of increases as past years and we expect acquisition-related costs to decrease as a resultoperations of the release ofbusiness, but we plan to continue to carefully manage costs in an indemnification receivable in 2017 that will not recur in 2018 that relatedeffort to a prior acquisition.manage our operating margins.


Amortization of Acquired Intangible Assets


For the Years Ended December 31,For the Years Ended December 31,
(in thousands)20212020% Change20202019% Change
Amortization of acquired intangible assets$48,019 $42,049 14.2 %$42,049 $38,581 9.0 %
As a percentage of revenue1.4 %1.3 %1.3 %1.3 %
 For the Years Ended December 31, For the Years Ended December 31,
(in thousands)2017 2016 % Change 2016 2015 % Change
Amortization of acquired intangible assets$30,904
 $26,642
 16.0% $26,642
 $27,067
 (1.6)%
As a percentage of revenue1.2% 1.1%   1.1% 1.2%  


The increase in amortization of acquired intangible assets in 2017for 2021 as compared to 20162020, as well as 2020 as compared to 2019, was the result of amortization of assets related to our 2016 and 2017recent acquisitions. The decrease in amortization of acquired intangible assets in 2016 as compared to 2015 was attributable to the finalization of amortization of intangible assets acquired in previous years; partially offset by intangible assets we acquired in 2015 and 2016.


Based on acquired intangible assets as of December 31, 2017,2021, future amortization is expected to be approximately $33.3$48.1 million, $36.5$43.5 million, $33.8$38.9 million, $27.9$35.8 million and $22.4$31.0 million for the years ending December 31, 2018, 2019, 2020, 20212022, 2023, 2024, 2025 and 2022,2026, respectively. We anticipate that these amortization amounts will increase in future periods as a result of our anticipated acquisition of Linode, which is expected to close in late March 2022.


Restructuring ChargesCharge


For the Years Ended December 31,For the Years Ended December 31,
(in thousands)20212020% Change20202019% Change
Restructuring charge$10,737 $37,286 (71.2)%$37,286 $17,153 117.4 %
As a percentage of revenue0.3 %1.2 %1.2 %0.6 %
 For the Years Ended December 31, For the Years Ended December 31,
(in thousands)2017 2016 % Change 2016 2015 % Change
Restructuring charges$54,884
 $10,301
 432.8% $10,301
 $767
 1,243.0%
As a percentage of revenue2.2% 0.4%   0.4% %  


The increaserestructuring charge in restructuring charges in 2017 as compared to 20162021 was primarily the result of certain restructuringmanagement's actions takeninitiated in the fourth quarter of 2017. Management committed2020 to an actionbetter position us to restructure certain parts of the business, primarily media-related, with the intent of shifting focus tobecome more critical areas and away from products that have not seen expected commercial success.agile in delivering our solutions. The restructuring is also intended to facilitate other cost efficienciescharge for this action includes severance and savings. Certain capitalized internal-userelated expenses for certain headcount reductions and software charges have been realized for software not yet placed into service that will not be completed and launchedimplemented due to this action. In addition to the 2020 action, additional charges were incurred in 2021, related to management’s plans to launch its new FlexBase program in May 2022. The restructuring charge incurred for this program in 2021 includes impairments of lease-related assets for certain facilities that are no longer needed. These restructuring charges were partially offset by the release of a lease obligation for a facility previously exited as part of cost efficiencies and savings, certain headcount and facility reductions were made. The restructuring chargesmanagement actions initiated in 2017 also consisted of severance expenses associated with the acquisitions of Soasta and Nominum.late 2019.


The restructuring chargescharge in 2016 were2020 was primarily the result of changesthe management actions initiated in the fourth quarter of 2020, and the associated severance and related expenses and software charges that resulted from the action. In addition, an $8.7 million impairment of lease-related assets was incurred during 2020 to our organizational structureexit leased facilities related to reorganize and consolidate our products and development groups and global sales, services and marketing teams into divisions centereda 2019 action, which allowed us to focus on our solutions. investment with the potential to accelerate new revenue growth.

The restructuring charges relatecharge in 2019 was primarily the result of the management actions initiated in 2019, and associated severance and related expenses due to severance expenses for impacted employeesheadcount reductions and software charges for internal-use software not yet placed into service that willwas not be completed and launchedimplemented due to changing priorities as partthis action.

We do not expect material additional restructuring charges related to our prior actions. We are continuing to evaluate our facility footprint in light of the reorganization.our FlexBase program, including our plans and ability to sublease space, but we do not currently believe such charges will materially impact our financial condition or results of operation.





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The restructuring charges in 2015 consisted of severance expenses for redundant employees associated with acquisitions completed during those years.

We expect to incur additional restructuring charges of up to $15.0 million in 2018 as a result of the action committed to in the fourth quarter of 2017 and continued in the first quarter of 2018. These charges will include severance and related expenses for terminations of approximately 300 employees in the first quarter of 2018 and charges related to facility closures we plan to implement in 2018.

Non-Operating Income (Expense)


For the Years Ended December 31,For the Years Ended December 31,
(in thousands)20212020% Change20202019% Change
Interest income$15,620 $29,122 (46.4)%$29,122 $34,355 (15.2)%
As a percentage of revenue0.5 %0.9 %0.9 %1.2 %
Interest expense$(72,332)$(69,120)4.6 %$(69,120)$(49,364)40.0 %
As a percentage of revenue(2.1)%(2.2)%(2.2)%(1.7)%
Other income (expense), net$1,785 $(2,454)(172.7)%$(2,454)$(1,428)71.8 %
As a percentage of revenue0.1 %(0.1)%(0.1)%— %
 For the Years Ended December 31, For the Years Ended December 31,
(in thousands)2017 2016 % Change 2016 2015 % Change
Interest income$17,855
 $14,702
 21.4 % $14,702
 $11,200
 31.3 %
As a percentage of revenue0.7 % 0.6 %   0.6 % 0.5 %  
Interest expense$(18,839) $(18,638) 1.1 % $(18,638) $(18,525) 0.6 %
As a percentage of revenue(0.8)% (0.8)%   (0.8)% (0.8)% 
Other income (expense), net$887
 $3,788
 (76.6)% $3,788
 $(2,201) (272.1)%
As a percentage of revenue % 0.2 %   0.2 % (0.1)%  


For the periods presented, interestInterest income primarily consists of interest earned on invested cash balances and marketable securities. The decrease to interest income for 2021 as compared to 2020, and 2020 as compared to 2019, was primarily the result of investing in marketable securities having lower rates of return due to lower interest rates. We expect interest income to decrease in 2022 as a result of an anticipated lower cash, cash equivalents and marketable securities balance due to our planned acquisition of Linode in March 2022.

Interest expense is related to our debt transactions, which are described in Note 11 to the consolidated financial statements included elsewhere in this annual report on Form 10-K. The increase to interest expense consistsfor 2020 as compared to 2019 was primarily due to the August 2019 issuance of $1,150.0 million in par value of convertible senior notes due 2027, or 2027 Notes, which bear regular interest of 0.375%, but have an effective interest rate of 3.1% due to the conversion feature. As a result of our adoption of new guidance for accounting for convertible senior notes on January 1, 2022 (see Note 2 to the consolidated financial statements included elsewhere in this annual report on Form 10-K), we expect interest expense to decrease in 2022 as a result of the elimination of the amortization of the debt discount and debt issuance costs related to our convertible senior notes issued in February 2014.discounts.


Other income (expense), net for the years ended December 31, 2017, 2016 and 2015 primarily represents net foreign exchange gains and losses mainly due to foreign currency exchange rate fluctuations on intercompany and other non-functional currency transactions. The fluctuation in otherOther income (expense), net for 2016,as compared to 2015the years ended December 31, 2021 and 2020 also includes gains from the impactsale of gains recognized on the dispositionequity investments of certain cost method investments. $3.7 million and $7.2 million, respectively.Other income (expense), net may fluctuate in the future based on changes in foreign currency exchange rates or other events.


Provision for Income Taxes


For the Years Ended December 31,For the Years Ended December 31,
(in thousands)20212020% Change20202019% Change
Provision for income taxes$62,571 $45,922 36.3 %$45,922 $53,350 (13.9)%
As a percentage of revenue1.8 %1.4 %1.4 %1.8 %
Effective income tax rate8.6 %7.5 %7.5 %10.0 %
 For the Years Ended December 31, For the Years Ended December 31,
(in thousands)2017 2016 % Change 2016 2015 % Change
Provision for income taxes$97,801
 $143,314
 (31.8)% $143,314
 $135,218
 6.0%
As a percentage of revenue3.9% 6.1%   6.1% 6.2%  
Effective income tax rate30.9% 31.2%   31.2% 29.6%  



The increase in the provision for income taxes for 2021 as compared to 2020 was mainly due to an increase in profitability and a decrease in the excess tax benefit related to stock-based compensation. These amounts were partially offset by an increase in foreign income taxed at lower rates, a decrease in state taxes, a decrease in the revaluation of certain foreign income tax liabilities due to foreign exchange rate fluctuations and the release of certain tax reserves related to the expiration of local statutes of limitations.

The decrease in the provision for income taxes for 2020 as compared to 2019 was mainly due to a decrease in intercompany sales of intellectual property, a decrease in the valuation allowance recorded against deferred tax assets related to state tax credits and an increase in foreign income taxed at lower rates. These amounts were partially offset by an increase in profitability and the release of certain tax reserves related to the expiration of local statues of limitations.

For the year ended December 31, 2017,2021, our effective income tax rate was lower than the federal statutory tax rate due to foreign income taxed at lower rates, the excess tax benefit related to stock-based compensation and the benefit of U.S. federal, state and foreign research and development credits. These amounts were partially offset by non-deductible stock-based compensation and state taxes.




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For the year ended December 31, 2020, our effective income tax rate was lower than the federal statutory tax rate due to foreign income taxed at lower rates, the impact of the excess tax benefit related to stock-based compensation and the benefit of U.S. federal, state and foreign research and development credits. These amounts were partially offset by non-deductible stock-based compensation, state taxes and the valuation allowance recorded against tax credits and foreign net operating loss carryforwards.

For the year ended December 31, 2019, our effective income tax rate was lower than the federal statutory tax rate due to the compositionrelease of income fromcertain tax reserves related to the expiration of local statutes of limitations, foreign jurisdictions that isincome taxed at lower rates, comparedthe excess tax benefit related to stock-based compensation and the statutory tax rates in the U.S., the re-measurement of deferred taxes at lower tax rates expected to be in place upon realization due to the U.S. Tax Cuts and Jobs Act, or TCJA, which was enacted in December 2017, the impactsbenefit of the release of an acquisition-related reserve due to the expiration of the relevant statute of limitations and U.S. federal, state and foreign research and development credits. These benefits were partially offset by a provisional charge for the one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings taken as part of the TCJA, the effects of stock-based compensation in accordance with authoritative guidance for share-based payments and state income taxes.

For the year ended December 31, 2017, the net impact of the TCJA described above was a provisional net tax expense of $26.0 million which is comprised of a one-time transition tax expense of $43.4 million on the mandatory deemed repatriation of cumulative foreign earnings as of December 31, 2017, offset by a $17.4 million tax benefit related to the re-measurement of deferred tax assets and liabilities due to the lower corporate income tax rate.

For the year ended December 31, 2016, our effective income tax rate was lower than the federal statutory tax rate due to the composition of income from foreign jurisdictions that is taxed at lower rates compared to the statutory tax rates in the U.S., the domestic production activities deduction and U.S. federal, state and foreign research and development credits, partially


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offset by the effects of stock-based compensation in accordance with authoritative guidance for share-based payments and state income taxes.

For the year ended December 31, 2015, our effective income tax rate was lower than the federal statutory tax rate due to the retroactive application of a U.S. tax court ruling with respect to the treatment of stock-based compensation in intercompany arrangements, U.S. federal, state, and foreign research and development credits, the domestic production activities deduction and the composition of income from foreign jurisdictions that is taxed at lower rates compared to the statutory tax rates in the U.S. These benefitsamounts were partially offset by the effectsvaluation allowance recorded against deferred tax assets related to state tax credits, non-deductible executive compensation, an intercompany sale of accounting for stock-based compensation in accordance with the authoritative guidance for share-based paymentsintellectual property and state income taxes.

The decrease in the provision for income taxes for 2017 as compared to 2016 was mainly due to a decrease in profit before tax, the re-measurement of deferred taxes at lower tax rates expected to be in place upon realization as a result of the TCJA, the impacts of the release of an acquisition-related reserve due to the expiration of the relevant statute of limitations and an increase in U.S. federal, state and foreign research and development credits. These benefits were partially offset by a decrease in the domestic production activities deduction and a provisional charge for the one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings as a result of the TJCA.

The increase in the provision for income taxes for 2016 as compared to 2015 was mainly due to the retroactive application of a U.S. tax court ruling with respect to the treatment of stock-based compensation on intercompany arrangements that occurred in 2015, a decrease in U.S. federal and state research and development credits and a change in the composition of income from foreign jurisdictions. This increase in the provision for income taxes was partially offset by an increase in the domestic production activities deduction.


Our effective income tax rate may fluctuate between fiscal years and from quarter to quarter due to items arising from discrete events, such as tax benefits from the disposition of employee equity awards, tax law changes and settlements of tax audits and assessments and tax law changes.assessments. Our effective income tax rate is also impacted by, and may fluctuate in any given period because of, the composition of income in foreign jurisdictions where tax rates differ depending on the local statutory rates.


Refer to Note 19 to the consolidated financial statements included elsewhere in this annual report on Form 10-K for additional information regarding unrecognized tax benefits that, if recognized, would impact the effective income tax rate in the next 12 months and the potential impact that current litigation related to an adverse audit finding could have on our results of operations.

Loss from Equity Method Investment

For the Years Ended December 31,For the Years Ended December 31,
(in thousands)20212020% Change20202019% Change
Loss from equity method investment$14,008 $13,106 6.9 %$13,106 $1,096 1,095.8 %
As a percentage of revenue0.4 %0.4 %0.4 %— %

During 2019, we began recognizing our share of earnings from our investment with Mitsubishi UFJ Financial Group, or MUFG, in a joint venture, Global Open Network, Inc., or GO-NET. GO-NET intended to operate a blockchain-based online payment network. In February 2022, MUFG, the majority owner of GO-NET, announced it was preparing to suspend the operations of GO-NET. We recorded a loss of $13.1 million during the year ended December 31, 2020, which included an $11.0 million impairment to reduce the Company's investment to its fair value due to a modified business plan and continued negative projected cash flows. We recorded a loss of $14.0 million and $1.1 million during the years ended December 31, 2021 and 2019, respectively, which reflects our share of the losses incurred by GO-NET during those years. We expect to record additional losses in 2022 as GO-NET winds down its operations. However, we do not expect those losses to be more than our remaining investment on December 31, 2021 of $7.5 million.

Non-GAAP Financial Measures


In addition to providing financial measurements based on generally accepted accounting principles generally accepted in the U.S.,United States of America, or GAAP, we publicly discussprovide additional financial measuresmetrics that are not prepared in accordance with GAAP, or non-GAAP financial measures. Management uses non-GAAP financial measures, in addition to GAAP financial measures, to understand and compare operating results across accounting periods, for financial and operational decision-making,decision making, for planning and forecasting purposes, to setmeasure executive compensation and to evaluate our financial performance. These non-GAAP financial measures are:are non-GAAP income from operations, non-GAAP operating margin, non-GAAP net income, non-GAAP net income per diluted share, Adjusted EBITDA, Adjusted EBITDA margin, capital expenditures and impact of foreign currency exchange rates, as discussed below.


Management believes that these non-GAAP financial measures reflect our ongoing business in a manner that facilitatesallows for meaningful comparisons and analysis of trends in the business, as they assist in the comparison offacilitate comparing financial results across accounting periods and to those of our peer companies. Management also believes that these non-GAAP financial measures enable investors to evaluate our operating results and future prospects in the same manner as management. These non-GAAP financial measures may exclude expenses and gains that may be unusual in nature, infrequent or not reflective of our ongoing operating results.





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The non-GAAP financial measures do not replace the presentation of our GAAP financial measures and should only be used as a supplement to, not as a substitute for, our financial results presented in accordance with GAAP.


The non-GAAP adjustments, and our basis for excluding them from non-GAAP financial measures, are outlined below:


Amortization of acquired intangible assets – We have incurred amortization of intangible assets, included in our GAAP financial statements, related to various acquisitions we have made. The amount of an acquisition's purchase price allocated to intangible assets and the term of its related amortization can vary significantly and are unique to each acquisition; therefore, we exclude amortization of acquired intangible assets from our non-GAAP financial measures to provide investors with a consistent basis for comparing pre- and post-acquisition operating results.


Stock-based compensation and amortization of capitalized stock-based compensation – Although stock-based compensation is an important aspect of the compensation paid to our employees, the grant date fair value varies based


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on the stock price at the time of grant, varying valuation methodologies, subjective assumptions and the variety of award types. This makes the comparison of our current financial results to previous and future periods difficult to evaluate;interpret; therefore, we believe it is useful to exclude stock-based compensation and amortization of capitalized stock-based compensation from our non-GAAP financial measures in order to highlight the performance of our core business and to be consistent with the way many investors evaluate our performance and compare our operating results to peer companies.


Acquisition-related costs – Acquisition-related costs include transaction fees, advisory fees, due diligence costs and other direct costs associated with strategic activities. In addition, subsequent adjustments to our initial estimated amounts of contingent consideration and indemnification associated with specific acquisitions are included within acquisition-related costs. These amounts are impacted by the timing and size of the acquisitions. We exclude acquisition-related costs from our non-GAAP financial measures to provide a useful comparison of our operating results to prior periods and to our peer companies because such amounts vary significantly based on the magnitude and quantity of our acquisition transactions.
transactions and do not reflect our core operations.


Restructuring charges – We have incurred restructuring charges from programs that are includedhave significantly changed either the scope of the business undertaken by us or the manner in our GAAP financial statements, primarilywhich that business is conducted. These charges include severance and related toexpenses for workforce reductions, impairments of long-lived assets that will no longer be used in operations (including right-of-use assets, other facility-related property and estimated costsequipment and internal-use software) and termination fees for any contracts cancelled as part of exiting facility lease commitments.these programs. We exclude these items from our non-GAAP financial measures when evaluating our continuing business performance as such items vary significantly based on the magnitude of the restructuring action and do not reflect expected future operating expenses. In addition, these charges do not necessarily provide meaningful insight into the fundamentals of current or historicalpast operations of our business.


Amortization of debt discount and issuance costs and amortization of capitalized interest expense In August 2019, we issued $1,150 million of convertible senior notes due 2027 with a coupon interest rate of 0.375%. In May 2018, we issued $1,150 million of convertible senior notes due 2025 with a coupon interest rate of 0.125%. In February 2014, we issued $690 million of convertible senior notes due 2019 with a coupon interest rate of 0%. The imputed interest raterates of thethese convertible senior notes was approximately 3.2%.were 3.10%, 4.26% and 3.20%, respectively. This is a result of the debt discountdiscounts recorded for the conversion featurefeatures that isare required to be separately accounted for as equity under GAAP, thereby reducing the carrying valuevalues of the convertible debt instrument.instruments. The debt discount isdiscounts are amortized as interest expense together with the issuance costs of the debt. All ofThe interest expense excluded from our interest expensenon-GAAP results is comprised of these non-cash components and is excluded from management's assessment of our operating performance because management believes the non-cash expense is not representative of ongoing operating performance.


Gains and losses on investments – We have recorded gains and losses from the disposition, changes to fair value and impairment of certain investments. We believe excluding these amounts from our non-GAAP financial measures is useful to investors as the types of events giving rise to them occur infrequentlythese gains and losses are not representative of our core business operations orand ongoing operating performance.


Legal matter costs settlements– We have incurred losses fromrelated to the settlement of legal matters and costs with respect to our 2015 internal U.S. Foreign Corrupt Practices Act, or FCPA, investigation in addition to the disgorgement payments we made to resolve the matter.matters. We believe excluding these amounts from our non-GAAP financial measures is useful to investors as the types of events giving rise to them are not representative of our core business operations.




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Endowment of Akamai Foundation – We have incurred expenses to endow the Akamai Foundation, a private corporate foundation dedicated to encouraging the next generation of technology innovators by supporting math and science education. Our first endowment was in 2018 to enable a permanent endowment for the Akamai Foundation to allow it to expand its reach. In the fourth quarter of 2020 we supplemented the endowment to enable specific initiatives to increase diversity in the technology industry. We believe excluding these amounts from non-GAAP financial measures is useful to investors as these infrequent and nearly one-time expenses are not representative of our core business operations.

Transformation costs – We have incurred professional services fees associated with internal changes that are designed to improve operating margins and that are part of a discrete planned transformation program intended to significantly change the manner in which business is conducted. We believe excluding these amounts from our non-GAAP financial measures is useful to investors as the types of events and activities giving rise to them occur infrequently and are not representative of our core business operations and ongoing operating performance.

Income and losses from equity method investment – We record income or losses on our share of earnings and losses from our equity method investment. We exclude such income and losses because we do not direct control over the operations of the investment and the related income and losses are not representative of our core business operations.

Income tax effect of non-GAAP adjustments and certain discrete tax items – The non-GAAP adjustments described above are reported on a pre-tax basis. The income tax effect of non-GAAP adjustments is the difference between GAAP and non-GAAP income tax expense. Non-GAAP income tax expense is computed on non-GAAP pre-tax income (GAAP pre-tax income adjusted for non-GAAP adjustments) and excludes certain discrete tax items (such as the releaserecording or releasing of income tax reserves due to statute expiration and one-time impacts of the TCJA)valuation allowances), if any. We believe that applying the non-GAAP adjustments and their related income tax effect allows us to highlight income attributable to our core operations.







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The following table reconciles GAAP income from operations to non-GAAP income from operations and non-GAAP operating margin for the years ended December 31, 2017, 20162021, 2020 and 20152019 (in thousands):


 202120202019
Income from operations$783,148 $658,534 $548,918 
Amortization of acquired intangible assets48,019 42,049 38,581 
Stock-based compensation202,759 197,411 187,140 
Amortization of capitalized stock-based compensation and capitalized interest expense35,894 33,202 34,438 
Restructuring charge10,737 37,286 17,153 
Acquisition-related costs13,317 5,579 1,920 
Legal settlements— 275 10,000 
Endowment of Akamai Foundation— 20,000 — 
Transformation costs— — 5,527 
Non-GAAP income from operations$1,093,874 $994,336 $843,677 
GAAP operating margin23 %21 %19 %
Non-GAAP operating margin32 %31 %29 %
 2017 2016 2015
Income from operations$316,219
 $459,594
 $466,150
Amortization of acquired intangible assets30,904
 26,642
 27,067
Stock-based compensation164,308
 144,506
 126,677
Amortization of capitalized stock-based compensation and capitalized interest expense19,953
 15,439
 13,618
Restructuring charges54,884
 10,301
 767
Acquisition-related costs23,374
 1,064
 865
Legal matter costs
 890
 3,291
Non-GAAP income from operations$609,642
 $658,436
 $638,435
      
GAAP operating margin13% 20% 21%
Non-GAAP operating margin24% 28% 29%


The following table reconciles GAAP net income to non-GAAP net income for the years ended December 31, 2017, 20162021, 2020 and 20152019 (in thousands):

2017 2016 2015 202120202019
Net income$218,321
 $316,132
 $321,406
Net income$651,642 $557,054 $478,035 
Amortization of acquired intangible assets30,904
 26,642
 27,067
Amortization of acquired intangible assets48,019 42,049 38,581 
Stock-based compensation164,308
 144,506
 126,677
Stock-based compensation202,759 197,411 187,140 
Amortization of capitalized stock-based compensation and capitalized interest expense

19,953
 15,439
 13,618
Amortization of capitalized stock-based compensation and capitalized interest expense35,894 33,202 34,438 
Restructuring charges54,884
 10,301
 767
Restructuring chargeRestructuring charge10,737 37,286 17,153 
Acquisition-related costs23,374
 1,064
 865
Acquisition-related costs13,317 5,579 1,920 
Legal matter costs
 890
 3,291
Legal settlementsLegal settlements— 275 10,000 
Endowment of Akamai FoundationEndowment of Akamai Foundation— 20,000 — 
Transformation costsTransformation costs— — 5,527 
Amortization of debt discount and issuance costs18,839
 18,638
 18,525
Amortization of debt discount and issuance costs66,025 62,823 45,857 
(Gain) loss on investments(450) (4,807) 25
(Gain) loss on investments(3,680)(7,228)60 
Loss from equity method investmentLoss from equity method investment14,008 13,106 1,096 
Income tax effect of above non-GAAP adjustments and certain discrete tax items(77,385) (52,661) (58,309)Income tax effect of above non-GAAP adjustments and certain discrete tax items(96,164)(103,280)(80,488)
Non-GAAP net income$452,748
 $476,144
 $453,932
Non-GAAP net income$942,557 $858,277 $739,319 







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The following table reconciles GAAP net income per diluted share to non-GAAP net income per diluted share for the years ended December 31, 2017, 20162021, 2020 and 2015 (shares2019 (in thousands, except per share data):

 202120202019
GAAP net income per diluted share$3.93 $3.37 $2.90 
Adjustments to net income:
Amortization of acquired intangible assets0.29 0.25 0.23 
Stock-based compensation1.22 1.19 1.14 
Amortization of capitalized stock-based compensation and capitalized interest expense0.22 0.20 0.21 
Restructuring charge0.06 0.23 0.10 
Acquisition-related costs0.08 0.03 0.01 
Legal settlements— — 0.06 
Endowment of Akamai Foundation— 0.12 — 
Transformation costs— — 0.03 
Amortization of debt discount and issuance costs0.40 0.38 0.28 
(Gain) loss on investments(0.02)(0.04)— 
Loss from equity method investment0.08 0.08 0.01 
Income tax effect of above non-GAAP adjustments and certain discrete tax items(0.58)(0.63)(0.49)
Adjustment for shares (1)
0.06 0.04 — 
Non-GAAP net income per diluted share (2)
$5.74 $5.22 $4.49 
Shares used in GAAP per diluted share calculations165,804 165,213 164,573 
Impact of benefit from note hedge transactions (1)
(1,600)(873)— 
Shares used in non-GAAP per diluted share calculations (1)
164,204 164,340 164,573 

(1) Shares used in thousands):non-GAAP per diluted share calculations have been adjusted for the years ended December 31, 2021 and 2020, for the benefit of our note hedge transactions. During 2021 and 2020, our average stock price was in excess of $95.10, which is the initial conversion price of our convertible senior notes due in 2025. See further discussion below.

 2017 2016 2015
GAAP net income per diluted share$1.26
 $1.79
 1.78
Amortization of acquired intangible assets0.18
 0.14
 0.16
Stock-based compensation0.95
 0.82
 0.70
Amortization of capitalized stock-based compensation and capitalized interest expense

0.12
 0.09
 0.08
Restructuring charges0.32
 0.06
 
Acquisition-related costs0.14
 0.01
 
Legal matter costs
 0.01
 0.02
Amortization of debt discount and issuance costs0.11
 0.11
 0.10
(Gain) loss on investments
 (0.03) 
Income tax effect of above non-GAAP adjustments and certain discrete tax items(0.45) (0.30) (0.32)
Non-GAAP net income per diluted share (1)
$2.62
 $2.70
 $2.52
      
Shares used in per share calculations172,711
 176,215
 180,415

(1)(2) May not foot due to roundingrounding.


Non-GAAP net income per diluted share is calculated as non-GAAP net income divided by diluted weighted average common shares outstanding. GAAP diluted weighted average common shares outstanding are adjusted in non-GAAP per share calculations for the shares that would be delivered to us pursuant to the note hedge transactions entered into in connection with the issuance of our convertible senior notes. Under GAAP, shares delivered under hedge transactions are not considered offsetting shares in the fully-diluted share calculation until they are delivered. However, we would receive a benefit from the note hedge transactions and would not allow the dilution to occur, so management believes that adjusting for this benefit provides a meaningful view of net income per share. Unless and until our weighted average stock price is greater than $89.56,$95.10, the initial conversion price of the convertible senior notes due 2025, or $116.18, the initial conversion price of the convertible senior notes due 2027, there will be no difference between our GAAP and non-GAAP diluted weighted average common shares outstanding.


We consider Adjusted EBITDA to be another important indicator of the operational strength and performance of our business and a good measure of our historical operating trends. Adjusted EBITDA eliminates items that we do not consider to be part of our core operations. We define Adjusted EBITDA as GAAP net income excluding the following items: interest income; income taxes; depreciation and amortization of tangible and intangible assets; stock-based compensation; amortization of capitalized stock-based compensation; acquisition-related costs; restructuring charges; gains and other activity related to divestiture of a business; gains and losses on legal settlements; costs incurred with respectrelated to our internal FCPA investigation;endowment contributions to the Akamai Foundation; transformation costs; foreign exchange gains and losses; loss on early extinguishment of debt; amortization of debt discount and issuance costs;interest expense; amortization of capitalized interest expense; certain gains and losses on investments; gains and losses from equity method investments; and other non-recurring or unusual items that may arise from time to time. Adjusted EBITDA margin represents Adjusted EBITDA stated as a percentage of revenue.







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The following table reconciles GAAP net income to Adjusted EBITDA and Adjusted EBITDA margin for the years ended December 31, 2017, 20162021, 2020 and 20152019 (in thousands):


 202120202019
Net income$651,642 $557,054 $478,035 
Amortization of acquired intangible assets48,019 42,049 38,581 
Stock-based compensation202,759 197,411 187,140 
Amortization of capitalized stock-based compensation and capitalized interest expense35,894 33,202 34,438 
Restructuring charge10,737 37,286 17,153 
Acquisition-related costs13,317 5,579 1,920 
Legal settlements— 275 10,000 
Interest income(15,620)(29,122)(34,355)
Endowment of Akamai Foundation— 20,000 — 
Transformation costs— — 5,527 
Amortization of debt discount and issuance costs72,332 69,120 49,364 
Provision for income taxes62,571 45,922 53,350 
Depreciation and amortization467,048 403,160 367,655 
(Gain) loss on investments(3,680)(7,228)60 
Loss from equity method investment14,008 13,106 1,096 
Other expense, net1,895 9,682 1,368 
Adjusted EBITDA$1,560,922 $1,397,496 $1,211,332 
Net income margin19 %17 %17 %
Adjusted EBITDA margin45 %44 %42 %
 2017 2016 2015
Net income$218,321
 $316,132
 $321,406
Amortization of acquired intangible assets30,904
 26,642
 27,067
Stock-based compensation164,308
 144,506
 126,677
Amortization of capitalized stock-based compensation and capitalized interest expense19,953
 15,439
 13,618
Restructuring charges54,884
 10,301
 767
Acquisition-related costs23,374
 1,064
 865
Legal matter costs
 890
 3,291
Interest income(17,855) (14,702) (11,200)
Amortization of debt discount and issuance costs18,839
 18,638
 18,525
Provision for income taxes97,801
 143,314
 135,218
Depreciation and amortization321,456
 292,221
 258,878
Other (income) expense, net(887) (3,788) 2,201
Adjusted EBITDA$931,098
 $950,657
 $897,313
Adjusted EBITDA margin37% 41% 41%


Impact of Foreign Currency Exchange Rates


Revenue and earnings from our international operations have historically been an important contributor to our financial results. Consequently, our financial results have been impacted, and management expects they will continue to be impacted, by fluctuations in foreign currency exchange rates. For example, when the local currencies of our foreign subsidiaries weaken, generally our consolidated results stated in U.S. dollars are negatively impacted.


Because exchange rates are a meaningful factor in understanding period-to-period comparisons, management believes the presentation of the impact of foreign currency exchange rates on revenue and earnings enhances the understanding of our financial results and evaluation of performance in comparison to prior periods. The dollar impact of changes in foreign currency exchange rates presented is calculated by translating current period results using monthly average foreign currency exchange rates from the comparative period and comparing them to the reported amount. The percentage change at constant currency presented is calculated by comparing the prior period amounts as reported and the current period amounts translated using the same monthly average foreign currency exchange rates from the comparative period.


Liquidity and Capital Resources


To date, we have financed our operations primarily through public and private sales of debt and equity securities and cash generated by operations. As of December 31, 2017,2021, our cash, cash equivalents and marketable securities, which primarily consisted of corporate bonds and U.S. government agency securities,obligations, totaled $1.3$2.2 billion. Factoring in our outstanding convertible senior notes of $690.0 million,$2.3 billion, our net cash at December 31, 20172021 was $589.5in a negative position of $133.8 million. We place our cash investments in instruments that meet high-quality credit standards, as specified in our investment policy. Our investment policy also limits the amount of our credit exposure to any one issue or issuer and seeks to manage these assets to achieve our goals of preserving principal and maintaining adequate liquidity at all times.


Changes in cash, cash equivalents and marketable securities are dependent upon changes in, among other things, working capital items such as accounts receivable, deferred revenues,revenue, accounts payable accounts receivable and various accrued expenses, as well as changes



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in our capital and financial structure due to common stock repurchases, debt repurchasesrepayments and issuances, stock option exercises,acquisitions, purchases and sales of marketable securities and similar events. We believe that our strong balance sheet and cash position are important competitive differentiators that provide the financial stability and flexibility necessaryto enable us to continue to make investments at opportune times. We expect to continue to evaluate strategic investments to strengthen our business.


As of December 31, 2017,2021, we had cash and cash equivalents of $212.4$346.4 million held in accounts outside the U.S. As a result of the TCJA, we have recorded a provisional tax expense of $43.4 million related to the one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings as of December 31, 2017. The TCJA also provides forU.S. Tax Cuts and Jobs Act establishes a territorial tax system in the U.S., which may provideprovides companies with the potential ability to repatriate earnings with minimal U.S. federal income tax impact beginning in 2018. We have sufficient cash in the U.S. to pay this tax obligation and do not need to rely on cash outside the U.S. for payment.impact. As a result, our liquidity is not expected to be materially impacted by the amount of cash and cash equivalents held in accounts outside the U.S. For additional information, including information on the impact

The following table summarizes current and long-term material cash requirements as of the TCJA, seeDecember 31, 2021, which we expect to fund primarily with operating cash flows (in thousands):

 Payments Due by Period
TotalLess than
12 Months
12 to 36
Months
36 to 60
Months
More than
60 Months
Operating lease obligations: (1)
Real estate arrangements$784,239 $80,070 $153,089 $134,800 $416,280 
Co-location arrangements245,468 97,494 89,370 37,964 20,640 
Bandwidth agreements126,223 102,144 24,079 — — 
Open vendor purchase orders315,379 226,926 88,162 291 — 
Convertible senior notes2,300,000 — — 1,150,000 1,150,000 
Total contractual obligations$3,771,309 $506,634 $354,700 $1,323,055 $1,586,920 

(1) Excludes $67.2 million of obligations for operating leases that have not yet commenced. See Note 1712 to theour consolidated financial statements included elsewhere in this annual report on Form 10-K.10-K for additional information.


In accordance with the authoritative guidance for accounting for uncertainty in income taxes, as of December 31, 2021, we had unrecognized tax benefits of $23.1 million, including $7.2 million of accrued interest and penalties. We believe that it is reasonably possible that $4.8 million of our unrecognized tax benefits will be recognized by the end of 2022. The settlement period for the remaining amount of the unrecognized tax benefits is unknown.

Cash Provided by Operating Activities


For the Years Ended December 31,
(in thousands)202120202019
Net income$651,642 $557,054 $478,035 
Non-cash reconciling items included in net income793,445 727,829 683,132 
Changes in operating assets and liabilities(40,524)(69,883)(102,863)
Net cash flows provided by operating activities$1,404,563 $1,215,000 $1,058,304 
 For the Years Ended December 31,
(in thousands)2017 2016 2015
Net income$218,321
 $316,132
 $321,406
Non-cash reconciling items included in net income596,624
 515,328
 454,667
Changes in operating assets and liabilities(13,962) 40,352
 17,379
Net cash flows provided by operating activities$800,983
 $871,812
 $793,452

The decrease in cash provided by operating activities for 2017 as compared to 2016 was primarily due to lower profitability as a result of the restructuring charge in 2017 and increased level of expenses as a result of our 2017 acquisitions. Payroll and related costs, including annual bonus and commissions payouts, were higher in 2017 as compared to 2016 due to increased headcount and higher bonus and commission attainment levels.


The increase in cash provided by operating activities for 20162021 as compared to 20152020 was primarily due to higher cash collectionincreased profitability in 2021 and timing of payments from customers due to increased revenue and lower commissions and annual bonus payments due to lower attainment levels. These increases tocustomers.

The increase in cash provided by operating activities werefor 2020 as compared to 2019 was primarily due to increased profitability in 2020 and timing of vendor payments. The increase was partially offset by higher cashthe timing of payments for taxes during 2016 as compared to 2015.from customers.





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Cash Used in Investing Activities


For the Years Ended December 31,
(in thousands)202120202019
Cash paid for acquired businesses, net of cash acquired$(598,825)$(127,999)$(165,329)
Cash paid for asset acquisition— (36,376)— 
Cash paid for equity method investment— — (36,008)
Purchases of property and equipment and capitalization of internal-use software development costs(545,230)(731,872)(562,077)
Net marketable securities activity501,478 (154,848)(904,919)
Other investing activities(4,322)8,121 399 
Net cash used in investing activities$(646,899)$(1,042,974)$(1,667,934)
 For the Years Ended December 31,
(in thousands)2017 2016 2015
Cash paid for acquired businesses, net of cash acquired$(369,073) $(95,439) $(141,147)
Purchases of property and equipment and capitalization of internal-use software development costs(414,778) (316,289) (444,983)
Net marketable securities activity326,272
 (58,484) 153,060
Other investing activities(2,098) 782
 (2,494)
Net cash used in investing activities$(459,677) $(469,430) $(435,564)


The decrease in cash used in investing activities in 20172021 as compared to 20162020 was primarily driven by a decrease in purchases of marketable securities, activity. Thisas we did not reinvest our matured securities in order to fund our acquisition of Guardicore in October 2021. The decrease was offset by the funding our 2017 acquisitionsalso attributable to a reduction of Nominum and Soasta. We also increased our purchases of property and equipment in 2017as we slowed expansion of our network, as compared to 20162020. These decreases were partially offset by an increase in cash paid for acquired businesses in 2021, due to support both network and facility expansion.the size of the acquisition completed in 2021, as compared to 2020.


The increasedecrease in cash used in investing activities in 20162020 as compared to 20152019 was driven by neta decrease in purchases of marketable securities activity which was a net outflow for the year. Our excess cash as well assecurities. During 2019 we invested some of the proceeds from sales and maturitiesour August 2019 issuance of ourconvertible senior notes in marketable securities, were reinvested,which increased our purchases in that year and did not recur in 2020. The decrease in cash used in investing activities in 2020 as compared to 2015, where we did not reinvest a portion of our proceeds in order to fund acquisitions. This outflow2019 was partially offset by a decreasean increase in purchases of property and equipment during 2016, as compared 2015, as2020 to support the increase in traffic we moderated investmentexperienced on our network and expect to continue to experience in our network. Additionally, acquisitions during 2016 were of a smaller magnitude than those during 2015.the future.


Cash Used in Financing Activities


For the Years Ended December 31,
(in thousands)202120202019
Activity related to convertible senior notes$— $— $318,554 
Activity related to stock-based compensation(39,480)(30,053)(18,154)
Repurchases of common stock(522,255)(193,588)(334,519)
Other financing activities(268)— (1,558)
Net cash used in financing activities$(562,003)$(223,641)$(35,677)
 For the Years Ended December 31,
(in thousands)2017 2016 2015
Activity related to stock-based compensation$(2,715) $14,015
 $7,627
Repurchases of common stock(361,194) (373,794) (302,606)
Other financing activities(1,096) 
 (2,050)
Net cash used in financing activities$(365,005) $(359,779) $(297,029)


The increase in cash used in financing activities during 2017in 2021 as compared to 2016 was primarily due to an increase in employee taxes paid related to net share settlement of stock-based awards. The increase in cash used in financing activities during 2016 as compared to 20152020 was primarily the result of increased share repurchases.

Effective November 1, 2018, our board of directors authorized a $1.1 billion share repurchase program through December 31, 2021. In October 2013, the Board2021, our board of Directorsdirectors authorized a $750.0 millionnew $1.8 billion share repurchase program, effective from October 16, 2013January 1, 2022 through December 31, 2016. In February 2016, the Board of Directors authorized a $1.0 billion share repurchase program that superseded the October 2013 repurchase program and became effective in February 2016 through December 31, 2018. The Company's2024. Our goals for the share repurchase programprograms are to offset the dilution created by itsour employee equity compensation programs over time and to provide the flexibility to return capital to shareholders as business and market conditions warrant.warrant, while still preserving our ability to pursue other strategic opportunities.


The change in net cash used in financing activities during 2020 as compared to 2019 was due to the net proceeds received from our August 2019 issuance of our convertible senior notes and related bond hedge and warrant transaction. The increase was partially offset by the repayment of our convertible senior notes that were due in February 2019 and a decrease in shares repurchased under our repurchase programs.

During 2017, 20162021, 2020 and 2015,2019, we repurchased 6.94.7 million, 7.02.0 million and 4.54.0 million shares of our common stock, respectively, at an average price per share of $52.59, $53.28$109.97, $98.53 and $67.05,$82.90, respectively. These repurchases have contributed to a decrease in weighted average shares over at least the past three years.


Convertible Senior Notes


In August 2019, we issued $1,150.0 million in par value of convertible senior notes due 2027 and entered into related convertible note hedge and warrant transactions. We have used and expect to continue to use the net proceeds of the offering for



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share repurchases, working capital and general corporate purposes, including potential acquisitions and other strategic transactions.

In May 2018, we issued $1,150.0 million in par value of convertible senior notes due 2025 and entered into related convertible note hedge and warrant transactions. We used a portion of the net proceeds to repay at maturity all of our $690.0 million outstanding aggregate principle amount of convertible senior notes due in 2019. In addition, we have used and expect to continue to use the remaining net proceeds of the offering for share repurchases, working capital and general corporate purposes, including potential acquisitions and other strategic transactions.

In February 2014, we issued $690.0 million in par value of convertible senior notes due 2019 and entered into related convertible note hedge and warrant transactions. We repaid the full $690.0 million in principal amount of the notes in cash in February 2019, as the notes matured and no conversions occurred.

The terms of the notes and the hedge and warrant transactions are discussed more fully in Note 11 to the consolidated financial statements included elsewhere in this annual report on Form 10-K. We have

Revolving Credit Facility

In May 2018, we entered into a $500.0 million, five-year revolving credit agreement, or the Credit Agreement. Borrowings under the facility may be used and intend to use, the net proceeds of the offering for share repurchases,finance working capital needs and for general corporate purposes, including potential acquisitions and other strategic transactions.purposes. The facility provides for an initial $500.0 million in revolving loans. Under specified circumstances, the facility can be increased to up to $1.0 billion in aggregate principal amount.


The convertible senior notes are dueBorrowings under the Credit Agreement bear interest, at our option, at a base rate plus a spread of 0.00% to 0.25% or an adjusted LIBOR rate plus a spread of 0.875% to 1.25%, in February 2019, and are classified as a long-term liabilityeach case with such spread being determined based on our consolidated balance sheetleverage ratio specified in the Credit Agreement. Regardless of what amounts, if any, are outstanding under the Credit Agreement, we are also obligated to pay an ongoing commitment fee on undrawn amounts at a rate of 0.075% to 0.15%, with such rate being based on our consolidated leverage ratio specified in the Credit Agreement.

The Credit Agreement contains customary representations and warranties, affirmative and negative covenants and events of default. Principal covenants include a maximum consolidated leverage ratio and a minimum consolidated interest coverage ratio. There were no outstanding borrowings under the Credit Agreement as of December 31, 2017. We are currently assessing our options with respect to repayment of the notes.2021. 


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Liquidity Outlook


We believe, basedBased on our present business plan, thatwe expect our current cash, cash equivalents and marketable securities balances and our forecasted cash flows from operations willto be sufficient to meet our foreseeable cash needs for at least the next 12 months. Our foreseeable cash needs, in addition to our recurring operating costs, include our expected capital expenditures, investments in information technology, and facility expansion, opportunistic businessour anticipated acquisition of Linode, other potential strategic acquisitions, anticipated share repurchases, lease and purchase commitments and settlements of other long-term liabilities. In particular, our anticipated acquisition of Linode will require approximately $900.0 million, net of cash acquired and subject to post-close adjustments. We plan to fund the acquisition of Linode with cash, cash equivalents and marketable securities on hand. We also have access to our Credit Agreement, should we require additional resources to fund the acquisition of Linode or other recurring operating costs.

Contractual Obligations, Contingent Liabilities and Commercial Commitments

The following table presents our contractual obligations and commercial commitments, as of December 31, 2017, for the next five years and thereafter (in thousands):
 Payments Due by Period
 Total 
Less than
12 Months

 
12 to 36
Months

 
36 to 60
Months

 
More than
60 Months

Real estate operating leases$756,998
 $50,187
 $110,449
 $114,891
 $481,471
Bandwidth and co-location agreements137,109
 108,988
 28,121
 
 
Open vendor purchase orders105,340
 93,385
 9,380
 2,575
 
Convertible senior notes690,000
 
 690,000
 
 
Total contractual obligations$1,689,447
 $252,560
 $837,950
 $117,466
 $481,471

In accordance with the authoritative guidance for accounting for uncertainty in income taxes, as of December 31, 2017, we had unrecognized tax benefits of $90.7 million, including $10.7 million of accrued interest and penalties. We believe that it is reasonably possible that $3.3 million of our unrecognized tax benefits will be recognized by the end of 2018. The settlement period for the remaining amount of the unrecognized tax benefits is unknown.

Letters of Credit

As of December 31, 2017, we had outstanding $6.4 million in irrevocable letters of credit issued by us in favor of third party beneficiaries, primarily related to facility leases. These irrevocable letters of credit, which are not included in the table of contractual obligations above, are unsecured and are expected to remain in effect, in some cases, until 2028.


Off-Balance Sheet Arrangements


We have entered into indemnification agreements with third parties, including vendors, customers, landlords, our officers and directors, shareholders of acquired companies, joint venture partners and third parties to which we license technology. Generally, these indemnification agreements require us to reimburse losses suffered by a third party due to various events, such as lawsuits arising from patent or copyright infringement or our negligence. These indemnification obligations are considered off-balance sheet arrangements in accordance with the authoritative guidance for guarantor’s accounting and disclosure requirements for guarantees, including indirect guarantees of indebtedness of others. See Note 1213 to our consolidated financial statements included elsewhere in this annual report on Form 10-K for further discussion of these indemnification agreements. The fair value of guarantees issued or modified during 20172021 and 20162020 was determined to be immaterial.

Legal Matters

We are party to litigation that we consider routine and incidental to our business. We do not currently expect the results of any of these litigation matters to have a material effect on our business, results of operations, financial condition or cash flows.

In November 2015, Limelight filed a complaint in the U.S. District Court for the Eastern District of Virginia against Akamai and XO Communications LLC, or XO, alleging patent infringement by the two companies. The complaint seeks to recover from Akamai and XO significant monetary damages based upon lost revenue due to infringing technology used by the companies. We have agreed to indemnify XO for damages it incurs in this matter. We have made counterclaims in the action against Limelight alleging that Limelight has infringed Akamai content delivery patents, and we are seeking monetary damages based upon lost revenue due to the infringing technology used by Limelight. A trial date on Limelight's patents has been set for April 2018. We currently believe that the outcome of this litigation will not have a material impact on our business.




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Significant Accounting Policies and Estimates


See Note 2 to the consolidated financial statements included elsewhere in this annual report on Form 10-K for information regarding recent and newly adopted accounting pronouncements.


Application of Critical Accounting Policies and Estimates


Overview


Our MD&A is based upon our consolidated financial statements, which have been prepared in accordance with GAAP. These principles require us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, cash flow and related disclosure of contingent assets and liabilities. Our estimates include those related to revenue recognition, accounts receivable and related reserves, valuation and impairment of marketable securities, capitalized internal-use software development costs, goodwill and acquired intangible assets, income tax reserves, impairment and useful lives of long-lived assets and stock-based compensation. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances at the time such estimates are made. Actual results may differ from these estimates. For a complete description of our significant accounting policies, see Note 2 to our consolidated financial statements included elsewhere in this annual report on Form 10-K.


Definitions


We define our critical accounting policies as those policies that require us to make subjective estimates and judgments about matters that are uncertain and are likely to have a material impact on our consolidated financial statements. Our estimates are based upon assumptions and judgments about matters that are highly uncertain at the time an accounting estimate is made and applied and require us to assess a range of potential outcomes.


Review of Critical Accounting Policies and Estimates


Revenue Recognition


RevenueOur contracts with customers sometimes include promises to transfer multiple services to a customer. Determining whether services are distinct performance obligations often requires the exercise of judgment by management. Advanced features that enhance a main product or service and are highly interrelated are generally not considered distinct; rather, they are combined with the service they relate to into one performance obligation. Different determinations related to combining services into performance obligations could result in differences in the timing and amount of revenue recognized in a period.

Determination of the standalone selling price, or SSP, also requires the exercise of judgment by management. SSP is recognized only whenbased on observable inputs such as the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured.

We primarily derive revenue from sales of services to customers executing contracts with terms of one year or longer. These contracts generally commit the customer to a minimum monthly, quarterly or annual level of usage and specify the rate at which the customer must pay for actual usage above the monthly, quarterly or annual minimum. For contracts with a monthly commitment, we recognize the monthly minimum as revenue each month, provided that an enforceable contract has been signed by both parties, the service has been delivered to the customer, the feecharge for the service when sold separately, or the discounted list price per management’s approved price list. In cases where services are not sold separately or price list rates are not available, a cost-plus-margin approach or adjusted market approach is fixed or determinable and collection is reasonably assured. Should a customer’s usage of our service exceed the monthly minimum, we recognize revenue for such excess usageused to determine SSP. Changes to SSP could result in differences in the periodallocation of the additional usage. For annual or other non-monthly period revenue commitments, we recognize revenue monthly based upon the customer’s actual usage each month of the commitment period and only recognize any remaining committed amount for the applicable periodtransaction price among performance obligations, which could result in differences in the last month thereof.

We typically charge customers an integration fee when the purchased services are first activated. The integration fees are recorded as deferredtiming and amount of revenue and recognized as revenue ratably over the estimated life of the customer arrangement. We also derive revenue from services sold as discrete, non-recurring events or based solely on usage. For these services, we recognize revenue once the event or usage has occurred.

When more than one element is contained in a revenue arrangement, we determine the fair value for each element in the arrangement based on vendor-specific objective evidence, or VSOE, for each respective element, including any renewal rates for services contractually offered to the customer. Elements typically included in our multiple element arrangements consist of our core services – the delivery of content, applications and software over the Internet – as well as mobile and security solutions and enterprise professional services. These elements have value to our customers on a stand-alone basis in that they can be sold separately by another vendor. Generally, there is no right of return relative to these services.period.

We typically use VSOE to determine the fair value of our separate elements. All stand-alone sales of professional services are reviewed to establish the average stand-alone selling price for those services. For our core services, the fair value is the price charged for a single deliverable on a per unit basis when it is sold separately.


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For arrangements in which we are unable to establish VSOE, third party evidence, or TPE, of the fair value of each element is determined based upon the price charged when the element is sold separately by another vendor. For arrangements in which we are unable to establish VSOE or TPE for each element, we use the best estimate of selling price, or BESP, to determine the fair value of the separate deliverables. We estimate BESP based upon a management-approved price list and pre-established discount levels for each solution that take into consideration volume, geography and industry lines. We allocate arrangement consideration across the multiple elements using the relative selling price method.

At the inception of a customer contract, we make an estimate as to that customer’s ability to pay for the services provided. We base our estimate on a combination of factors, including the successful completion of a credit check or financial review, our collection experience with the customer and other forms of payment assurance. Upon the completion of these steps, we recognize revenue monthly in accordance with our revenue recognition policy. If we subsequently determine that collection from the customer is not reasonably assured, we record an allowance for doubtful accounts and bad debt expense for all of that customer’s unpaid invoices and cease recognizing revenue for continued services provided until cash is received from the customer. Changes in our estimates and judgments about whether collection is reasonably assured would change the timing of revenue or amount of bad debt expense that we recognize.

We also sell our services through a reseller channel. Assuming all other revenue recognition criteria are met, we recognize revenue from reseller arrangements based on the reseller’s contracted non-refundable minimum purchase commitments over the term of the contract, plus amounts sold by the reseller to its customers in excess of the minimum commitments. Amounts attributable to this excess usage are recognized as revenue in the period in which the service is provided.


From time to time, we enter into contracts to sell our services or license our technology to unrelated enterprises at or about the same time that we enter into contracts to purchase products or services from the same enterprises. Consideration payable to a customer is reviewed as part of the transaction price. If we conclude that these contracts were negotiated concurrently, we record asthe payment to the customer does not represent payment for a distinct service, revenue is recognized only up to the net cash received fromamount of consideration after customer payment obligations are considered. Different determinations on whether a payment represents a distinct service could result in differences in the vendor, unless the product or service received has a separate and identifiable benefit and the fair value to usamount of the vendor’s product or service can be objectively established.revenue recognized.


We may from time to timealso resell the licenses or services of third parties. We record revenueIf we are acting as an agent in an arrangement with a customer to provide third party services, the transaction price reflects only the net amount to which we will be entitled, after accounting for these transactions on a gross basis when we have risk of loss relatedpayments made to the amounts purchased from the third party andresponsible for satisfying the performance obligation. Different determinations on whether we add value toare acting as an agent or a principal could change the license or service, such as by providing maintenance or support for such license or service. If these conditions are present, we recognizeamount of revenue when all other revenue recognition criteria are satisfied.recognized.


Deferred revenue represents amounts billed to customers for which revenue has not been recognized. Deferred revenue primarily consists



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Table of the unearned portion of monthly billed service fees, prepayments made by customers for future periods, deferred integration and activation set-up fees and amounts billed under customer arrangements with extended payment terms.Contents

Accounts Receivable and Related Reserves


Trade accounts receivable are recorded at the invoiced amounts and do not bear interest. In addition to trade accounts receivable, our accounts receivable balance includes unbilled accounts that represent revenue recorded for customers that is typically billed within one month. We record reservesallowances against our accounts receivable balance. These reserves consist of allowancesbalance, primarily for doubtful accounts and revenue from certain customers on a cash-basis.current expected credit losses. Increases and decreases in the allowance for doubtful accountscurrent expected credit losses are included as a component of general and administrative expense in the consolidated statements of income. Increases in the reserve for cash-basis customers are recorded as a reduction of revenue. The reserve for cash-basis customers increases as services are provided to customers for which collection is no longer reasonably assured. The reserve decreases and revenue is recognized when and if cash payments are received.


Estimates are used in determining these reserves and are based upon our review ofallowance for current expected credit losses using historical loss rates for the previous twelve months as well as expectations about the future where we have been able to develop forecasts to supports our estimates. In addition, the allowance for current expected credit losses considers outstanding balances on a customer-specific, account-by-account basis. The allowance for doubtful accounts isWe assess collectability based upon a review of customer receivables from prior sales with collection issues where we no longer believe that the customer has the ability to pay for prior services previously provided. We also perform ongoing credit evaluations of our customers. If such an evaluation indicates that payment is no longer reasonably assured for services provided, any future services provided to that customer will result in the creation of a cash basis reserve until we receive consistent payments.



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Valuation and Impairment of Marketable Securities


We measure the fair value of our financial assets and liabilities at the end of each reporting period. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. We have certain financial assets and liabilities recorded at fair value (principally cash equivalents and short- and long-term marketable securities) that have been classified as Level 1, 2 or 3 within the fair value hierarchy. Fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that we can access at the reporting date. Fair values determined by Level 2 inputs utilize data points other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Fair values determined by Level 3 inputs are based on unobservable data points for the asset or liability.


Marketable securities are considered to be impaired when a decline in fair value below cost basis is determined to be other-than-temporary. We periodically evaluate whether a decline in fair value below cost basis is other-than-temporary by considering available evidence regarding these investments including, among other factors, the duration of the period that, and extent to which, the fair value is less than cost basis; the financial health of, and business outlook for, the issuer, including industry and sector performance and operational and financing cash flow factors; overall market conditions and trends; and our intent and ability to retain our investment in the security for a period of time sufficient to allow for an anticipated recovery in market value. Once a decline in fair value is determined to be other-than-temporary, a write-down is recorded and a new cost basis in the security is established. Assessing the above factors involves inherent uncertainty. Write-downs, if recorded, could be materially different from the actual market performance of marketable securities in our portfolio if, among other things, relevant information related to our investments and marketable securities was not publicly available or other factors not considered by us would have been relevant to the determination of impairment.


Impairment and Useful Lives of Long-Lived Assets


We review our long-lived assets, such as property and equipment, operating lease right-of-use assets and acquired intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Events that would trigger an impairment review include a change in the use of the asset or forecasted negative cash flows related to the asset. When such events occur, we compare the carrying amount of the asset to the undiscounted expected future cash flows related to the asset. If this comparison indicates that impairment is present, the amount of the impairment is calculated as the difference between the carrying amount and the fair value of the asset. If a readily determinable market price does not exist, fair value is estimated using discounted expected cash flows attributable to the asset. The estimates required to apply this accounting policy include forecasted usage of the long-lived assets, the useful lives of these assets and expected future cash flows. Changes in these estimates could materially impact results from operations.




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Goodwill and Acquired Intangible Assets


We test goodwill for impairment on an annual basis, as of December 31, or more frequently if events or changes in circumstances indicate that the asset might be impaired. We have concluded that we have one reporting unit and that our chief operating decision maker is our chief executive officer and the executive management team. We have assigned the entire balance of goodwill to our one reporting unit. The fair value of the reporting unit was based on our market capitalization as of each of December 31, 20172021 and 2016,2020, and it was substantially in excess of the carrying value of the reporting unit at each date.
    
Acquired intangible assets consist of completed technologies, customer relationships, trademarks and trade names, non-compete agreements and acquired license rights. We engaged third party valuation specialists to assist us with the initial measurement of the fair value of acquired intangible assets. Acquired intangible assets, other than goodwill, are amortized over their estimated useful lives based upon the estimated economic value derived from the related intangible assets.


Income Taxes


Our provision for income taxes is comprised of a current and a deferred portion. The current income tax provision is calculated as the estimated taxes payable or refundable on tax returns for the current year. The deferred income tax provision is calculated for the estimated future tax effects attributable to temporary differences and carryforwards by using expected tax rates in effect in the years during which the differences are expected to reverse or the carryforwards are expected to be realized.


We currently have net deferred tax assets, comprised of net operating loss, or NOL, carryforwards, tax credit carryforwards and deductible temporary differences. Our management periodically weighs the positive and negative evidence to determine if it is more likely than notmore-likely-than-not that some or all of the deferred tax assets will be realized. In determining our net deferred tax assets


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and valuation allowances, annualized effective tax rates and cash paid for income taxes, management is required to make judgments and estimates about domestic and foreign profitability, the timing and extent of the utilization of NOL carryforwards, applicable tax rates, transfer pricing methodologies and tax planning strategies. Judgments and estimates related to our projections and assumptions are inherently uncertain; therefore, actual results could differ materially from our projections.


We have recorded certain tax reserves to address potential exposures involving our income tax positions. These potential tax liabilities result from the varying application of statutes, rules, regulations and interpretations by different taxing jurisdictions. Our estimate of the value of our tax reserves contains assumptions based on past experiences and judgments about the interpretation of statutes, rules and regulations by taxing jurisdictions. It is possible that the costs of the ultimate tax liability or benefit from these matters may be more or less than the amount that we estimated.


Uncertainty in income taxes is recognized in our consolidated financial statements using a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination. If the tax position is deemed more-likely-than-not to be sustained based on technical merit, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that we believe has a greater than 50% likelihood of being realized upon ultimate settlement.

The TCJA made significant changes to the U.S. Internal Revenue Code, including a corporate income tax rate decrease from 35% to 21%, the implementation of a modified territorial tax system, a one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings as of December 31, 2017 and the repeal of the domestic production activities deduction, among other items. The Securities and Exchange Commission, or the Commission, issued guidance for the accounting for certain income tax effects of the TCJA that allows us to record provisional amounts during a measurement period not to extend beyond one year of the enactment date.

We have recognized the provisional impacts related to the one-time transition tax and the re-measurement of our deferred tax balances in our consolidated financial statements for the year ended December 31, 2017. The ultimate impact could materially differ from the provisional amounts we have recorded due to additional analysis, changes in assumptions or interpretations we have made, additional guidance that may be issued and actions we may take as a result of the TCJA. For the one-time transition tax, further information is required to finalize the estimated amount of accumulated foreign earnings as well as to validate the amount of earnings represented by theaggregate foreign cash position as defined in the TCJA. For the re-measurement of the deferred tax assets andliabilities, further analysis will be required to refine our calculations and related account balances. We expect to complete the analysis within the measurement period, and any subsequent adjustment to the provisional amounts will be recognized as a current tax provision or benefit in the quarter of 2018 in which the analysis is completed.


Accounting for Stock-Based Compensation


We issue stock-based compensation awards including stock options, restricted stock units and deferred stock units. We measure the fair value of these awards at the grant date and recognize such fair value as expense over the vesting period. We have selected the Black-Scholes option pricing model to determine the fair value of stock option awards and the Monte Carlo simulation model to determine the fair value of market-based restricted stock unit awards. Determining the fair value of stock-based awards at the grant date requires judgment, including estimating the expected life of the stock awards and the volatility of the underlying common stock. Our assumptions may differ from those used in prior periods. Changes to the assumptions may have a significant impact on the fair value of stock-based awards, which could have a material impact on our financial statements. Judgment is also required in estimating the number of stock-based awards that are expected to be forfeited. Should our actual forfeiture rates differ significantly from our estimates, our stock-based compensation expense and results of operations could be materially impacted. In addition, for awards that vest and become exercisable only upon achievement of specified performance conditions, we make judgments and estimates each quarter about the probability that such performance conditions will be met or achieved. Changes to the estimates we make from time to time may have a significant impact on our stock-based compensation expense and could materially impact our resultresults of operations.







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Capitalized Internal-Use Software Costs


We capitalize salaries and related costs, including stock-based compensation, of employees and consultants who devote time to the development of internal-use software development projects, as well as interest expense related to our senior convertible notes. Capitalization begins during the application development stage, once the preliminary project stage has been completed. If a project constitutes an enhancement to previously-developed software, we assess whether the enhancement creates additional functionality to the software, thus qualifying the work incurred for capitalization. Once the project is available for general release, capitalization ceases and we estimate the useful life of the asset and begin amortization. We periodically assess whether triggering events are present to review internal-use software for impairment. Changes in our estimates related to internal-use software would increase or decrease operating expenses or amortization recorded during the period.


Item 7A. Quantitative and Qualitative Disclosures About Market Risk


Interest Rate Risk


Our portfolio of cash equivalents and short- and long-term investments is maintained in a variety of securities, including U.S. government agency obligations, high-quality corporate debt securities, commercial paper, mutual funds and money market funds. The majority of our investments are classified as available-for-sale securities and carried at fair market value with cumulative unrealized gains or losses recorded as a component of accumulated other comprehensive loss within stockholders' equity. A sharp rise in interest rates could have an adverse impact on the fair market value of certain securities in our portfolio. We do not currently hedge our interest rate exposure and do not enter into financial instruments for trading or speculative purposes. If market interest rates were to increase by 100 basis points from December 31, 2021 levels, the fair value of our available-for-sale portfolio would decline by approximately $17.7 million.


In August 2019, we issued $1,150.0 million aggregate principal amount of 0.375% convertible senior notes due 2027. In May 2018, we issued $1,150.0 million aggregate principal amount of 0.125% convertible senior notes due 2025. As these notes have a fixed annual interest rate, we have no financial or economic interest exposure associated with changes in interest rates. However, the fair value of fixed rate debt instruments fluctuates when interest rates change. Additionally, the fair value can be affected when the market price of our common stock fluctuates. We carry the notes at face value less an unamortized discount on our consolidated balance sheet, and we present the fair value for required disclosure purposes only.

Foreign Currency Risk


Growth in our international operations will incrementally increase our exposure to foreign currency fluctuations as well as other risks typical of international operations that could impact our business, including, but not limited to, differing economic conditions, changes in political climate, differing tax structures and other regulations and restrictions. A hypothetical 10% strengthening or weakening in the value of the U.S. dollar relative to the foreign currencies in which our revenues and expenses are denominated would not result in a material impact to our consolidated financial statements.


Transaction Exposure


Foreign exchange rate fluctuations may adversely impact our consolidated results of operations as exchange rate fluctuations on transactions denominated in currencies other than functional currencies result in gains and losses that are reflected in our consolidated statements of income. We enter into short-term foreign currency forward contracts to offset foreign exchange gains and losses generated by the re-measurement of certain assets and liabilities recorded in non-functional currencies. Changes in the fair value of these derivatives, as well as re-measurement gains and losses, are recognized in our consolidated statements of income within other income (expense), net. Foreign currency transaction gains and losses from these forward contracts were determined to be immaterial during the years ended December 31, 2017, 20162021, 2020 and 2015.2019. We do not enter into derivative financial instruments for trading or speculative purposes.





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Translation Exposure


To the extent the U.S. dollar weakens against foreign currencies, the translation of these foreign currency-denominated transactions will result in increased revenue and operating expenses. Conversely, our revenue and operating expenses will decrease when the U.S. dollar strengthens against foreign currencies.


Foreign exchange rate fluctuations may also adversely impact our consolidated financial condition as the assets and liabilities of our foreign operations are translated into U.S. dollars in preparing our consolidated balance sheet. These gains or losses are recorded as a component of accumulated other comprehensive loss within stockholders' equity.


Credit Risk

Concentrations of credit risk with respect to accounts receivable are limited to certain customers to which we make substantial sales. Our customer base consists of a large number of geographically dispersed customers diversified across numerous industries. We believe that our accounts receivable credit risk exposure is limited. As of December 31, 2017 and 2016,2021, there was one customer with an accounts receivable balance greater than 10% of our accounts receivable. As of December 31, 2020, no customer had an accounts receivable balance of 10% or more of our accounts receivable. We believe that at December 31, 2017,2021, the concentration of credit risk related to accounts receivable was insignificant.





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Item 8. Financial Statements and Supplementary Data



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders of Akamai Technologies, Inc.


Opinions on the Financial Statements and Internal Control over Financial Reporting


We have audited the accompanying consolidated balance sheets of Akamai Technologies, Inc. and its subsidiaries (the “Company”) as of December 31, 20172021 and 2016,2020, and the related consolidated statements of income, of comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2017,2021, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2017,2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).


In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 20172021 and 2016,2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 20172021 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017,2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Change in Accounting Principle

As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for share-based payments in 2017.

Basis for Opinions


The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management'sManagement’s Annual Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.


We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.


Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.


Definition and Limitations of Internal Control over Financial Reporting


A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit


46


preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.





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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


Critical Audit Matters


The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Valuation of Completed Technologies – Acquisition of Guardicore Ltd.

As described in Notes 2 and 8 to the consolidated financial statements, in October 2021, the Company acquired Guardicore Ltd. (“Guardicore”) for $610.4 million in cash, which resulted in completed technologies of $79.0 million being recorded. Management applied (i) the relief-from-royalty method to estimate the fair value of the completed technologies acquired and (ii) significant judgment in estimating the fair value of acquired intangible assets, which involved significant estimates and assumptions with respect to forecasted revenue growth rates and the discount rate.

The principal considerations for our determination that performing procedures relating to the valuation of completed technologies acquired in connection with the Guardicore acquisition is a critical audit matter are (i) the significant judgment by management when determining the fair value of the completed technologies intangible assets acquired; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to forecasted revenue growth rates and the discount rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the completed technologies intangible assets and controls over the development of significant assumptions related to forecasted revenue growth rates and the discount rate. These procedures also included, among others, (i) reading the purchase agreement; (ii) testing management’s process for determining the fair value of the completed technologies intangible assets; (iii) evaluating the appropriateness of the relief-from-royalty method; (iv) testing the completeness and accuracy of the underlying data used in the method; and (v) evaluating the reasonableness of the significant assumptions used by management related to forecasted revenue growth rates and the discount rate. Evaluating management’s significant assumptions related to forecasted revenue growth rates involved evaluating whether the significant assumptions used by management were reasonable considering (i) the current and past performance of Guardicore; (ii) consistency with external market and industry data; and (iii) whether these significant assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s relief-from-royalty method and the discount rate assumption.


/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts
March 1, 2018February 28, 2022


We have served as the Company’s auditor since 1998.





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48


AKAMAI TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEETS


(in thousands, except share data)December 31, 2021December 31, 2020
ASSETS
Current assets:
Cash and cash equivalents$536,725 $352,917 
Marketable securities541,470 745,156 
Accounts receivable, net of reserves of $1,397 and $1,822 at December 31, 2021 and 2020, respectively675,926 660,052 
Prepaid expenses and other current assets166,313 171,406 
Total current assets1,920,434 1,929,531 
Marketable securities1,088,048 1,398,802 
Property and equipment, net1,534,329 1,478,272 
Operating lease right-of-use assets815,754 793,945 
Acquired intangible assets, net313,225 234,724 
Goodwill2,156,254 1,674,371 
Deferred income tax assets168,342 106,918 
Other assets142,287 147,567 
Total assets$8,138,673 $7,764,130 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable$109,928 $118,546 
Accrued expenses411,590 380,468 
Deferred revenue86,517 76,600 
Operating lease liabilities175,683 154,801 
Other current liabilities6,623 27,755 
Total current liabilities790,341 758,170 
Deferred revenue25,342 5,262 
Deferred income tax liabilities40,974 37,458 
Convertible senior notes1,976,167 1,906,707 
Operating lease liabilities707,087 715,404 
Other liabilities68,748 89,833 
Total liabilities3,608,659 3,512,834 
Commitments and contingencies (Note 13)00
Stockholders’ equity:
Preferred stock, $0.01 par value; 5,000,000 shares authorized; 700,000 shares designated as Series A Junior Participating Preferred Stock; no shares issued or outstanding— — 
Common stock, $0.01 par value; 700,000,000 shares authorized; 160,512,111 and 162,709,720 shares issued and outstanding at December 31, 2021 and 2020, respectively1,605 1,627 
Additional paid-in capital3,340,822 3,664,820 
Accumulated other comprehensive loss(69,105)(20,201)
Retained earnings1,256,692 605,050 
Total stockholders’ equity4,530,014 4,251,296 
Total liabilities and stockholders’ equity$8,138,673 $7,764,130 
(in thousands, except share data)December 31, 2017 December 31, 2016
ASSETS   
Current assets:   
Cash and cash equivalents$313,382
 $324,169
Marketable securities398,554
 512,849
Accounts receivable, net of reserves of $1,279 and $6,145 at December 31, 2017 and 2016, respectively459,127
 368,596
Prepaid expenses and other current assets137,809
 104,303
Total current assets1,308,872
 1,309,917
Property and equipment, net862,535
 801,017
Marketable securities567,592
 779,311
Goodwill1,498,688
 1,228,503
Acquired intangible assets, net201,259
 149,463
Deferred income tax assets51,069
 8,982
Other assets112,829
 95,953
Total assets$4,602,844
 $4,373,146
LIABILITIES AND STOCKHOLDERS’ EQUITY   
Current liabilities:   
Accounts payable$80,278
 $76,120
Accrued expenses283,743
 238,777
Deferred revenue77,705
 52,972
Other current liabilities22,178
 6,719
Total current liabilities463,904
 374,588
Deferred revenue6,839
 3,758
Deferred income tax liabilities15,510
 11,652
Convertible senior notes662,913
 640,087
Other liabilities142,955
 118,691
Total liabilities1,292,121
 1,148,776
Commitments and contingencies (Note 12)
 
Stockholders’ equity:   
Preferred stock, $0.01 par value; 5,000,000 shares authorized; 700,000 shares designated as Series A Junior Participating Preferred Stock; no shares issued or outstanding
 
Common stock, $0.01 par value; 700,000,000 shares authorized; 169,893,324 and 173,254,797 shares issued and outstanding at December 31, 2017 and 2016, respectively1,699
 1,733
Additional paid-in capital4,073,362
 4,239,588
Accumulated other comprehensive loss(21,930) (56,222)
Accumulated deficit(742,408) (960,729)
Total stockholders’ equity3,310,723
 3,224,370
Total liabilities and stockholders’ equity$4,602,844
 $4,373,146


The accompanying notes are an integral part of the consolidated financial statements.




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49


AKAMAI TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF INCOME


(in thousands, except per share data)For the Years Ended December 31,
202120202019
Revenue$3,461,223 $3,198,149 $2,893,617 
Costs and operating expenses:
Cost of revenue (exclusive of amortization of acquired intangible assets shown below)1,268,956 1,132,672 987,624 
Research and development335,372 269,315 261,365 
Sales and marketing461,967 510,405 523,883 
General and administrative553,024 547,888 516,093 
Amortization of acquired intangible assets48,019 42,049 38,581 
Restructuring charge10,737 37,286 17,153 
Total costs and operating expenses2,678,075 2,539,615 2,344,699 
Income from operations783,148 658,534 548,918 
Interest income15,620 29,122 34,355 
Interest expense(72,332)(69,120)(49,364)
Other income (expense), net1,785 (2,454)(1,428)
Income before provision for income taxes728,221 616,082 532,481 
Provision for income taxes(62,571)(45,922)(53,350)
Loss from equity method investment(14,008)(13,106)(1,096)
Net income$651,642 $557,054 $478,035 
Net income per share:
Basic$4.01 $3.43 $2.94 
Diluted$3.93 $3.37 $2.90 
Shares used in per share calculations:
Basic162,665 162,490 162,706 
Diluted165,804 165,213 164,573 
(in thousands, except per share data)For the Years Ended December 31,
2017 2016 2015
Revenue$2,502,996
 $2,340,049
 $2,197,448
Costs and operating expenses:     
Cost of revenue (exclusive of amortization of acquired intangible assets shown below)875,758
 809,001
 725,620
Research and development222,434
 167,628
 148,591
Sales and marketing493,632
 426,967
 440,988
General and administrative509,165
 439,916
 388,265
Amortization of acquired intangible assets30,904
 26,642
 27,067
Restructuring charges54,884
 10,301
 767
Total costs and operating expenses2,186,777
 1,880,455
 1,731,298
Income from operations316,219
 459,594
 466,150
Interest income17,855
 14,702
 11,200
Interest expense(18,839) (18,638) (18,525)
Other income (expense), net887
 3,788
 (2,201)
Income before provision for income taxes316,122
 459,446
 456,624
Provision for income taxes97,801
 143,314
 135,218
Net income$218,321
 $316,132
 $321,406
Net income per share:     
Basic$1.27
 $1.81
 $1.80
Diluted$1.26
 $1.79
 $1.78
Shares used in per share calculations:     
Basic171,559
 174,917
 178,391
Diluted172,711
 176,215
 180,415


The accompanying notes are an integral part of the consolidated financial statements.




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50


AKAMAI TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


 For the Years Ended December 31,
(in thousands)202120202019
Net income$651,642 $557,054 $478,035 
Other comprehensive (loss) income:
Foreign currency translation adjustments(38,514)19,629 (1,020)
Change in unrealized (loss) gain on investments, net of income tax (benefit) provision of $(3,412), $2,720 and $666 for the years ended December 31, 2021, 2020 and 2019, respectively(10,390)5,314 4,788 
Other comprehensive (loss) income(48,904)24,943 3,768 
Comprehensive income$602,738 $581,997 $481,803 
 For the Years Ended December 31,
(in thousands)2017 2016 2015
Net income$218,321
 $316,132
 $321,406
Other comprehensive income (loss):     
Foreign currency translation adjustments34,698
 (14,081) (22,872)
Change in unrealized loss on investments, net of income tax benefit of $245, $432 and $773 for the years ended December 31, 2017, 2016 and 2015, respectively(406) (688) (970)
Other comprehensive income (loss)34,292
 (14,769) (23,842)
Comprehensive income$252,613
 $301,363
 $297,564


The accompanying notes are an integral part of the consolidated financial statements.





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51


AKAMAI TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS


(in thousands)For the Years Ended December 31,
202120202019
Cash flows from operating activities:
Net income$651,642 $557,054 $478,035 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization550,632 478,389 440,674 
Stock-based compensation202,759 197,411 187,140 
(Benefit) provision for deferred income taxes(47,794)(33,821)933 
Amortization of debt discount and issuance costs66,025 62,823 45,857 
Other non-cash reconciling items, net21,823 23,027 8,528 
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable(24,096)(90,381)(64,471)
Prepaid expenses and other current assets4,034 (25,395)11,689 
Accounts payable and accrued expenses31,523 39,211 8,769 
Deferred revenue(2,865)(1,318)(13,547)
Other current liabilities(20,404)18,101 (17,230)
Other non-current assets and liabilities(28,716)(10,101)(28,073)
Net cash provided by operating activities1,404,563 1,215,000 1,058,304 
Cash flows from investing activities:
Cash paid for acquisitions, net of cash acquired(598,825)(127,999)(165,329)
Cash paid for asset acquisition— (36,376)— 
Cash paid for equity method investment— — (36,008)
Purchases of property and equipment(328,969)(514,313)(359,667)
Capitalization of internal-use software development costs(216,261)(217,559)(202,410)
Purchases of short-and long-term marketable securities(932,604)(1,782,849)(1,990,148)
Proceeds from sales of short-and long-term marketable securities442,133 30,350 856 
Proceeds from maturities and redemptions of short-and long-term marketable securities991,949 1,597,651 1,084,373 
Other, net(4,322)8,121 399 
Net cash used in investing activities(646,899)(1,042,974)(1,667,934)
Cash flows from financing activities:
Proceeds from the issuance of convertible senior notes— — 1,135,629 
Proceeds from the issuance of warrants— — 185,150 
Purchase of note hedge related to convertible senior notes— — (312,225)
Repayment of convertible senior notes— — (690,000)
Proceeds related to the issuance of common stock under stock plans59,632 59,775 57,112 
Employee taxes paid related to net share settlement of stock-based awards(99,112)(89,828)(75,266)
Repurchases of common stock(522,255)(193,588)(334,519)
Other, net(268)— (1,558)
Net cash used in financing activities(562,003)(223,641)(35,677)
Effects of exchange rate changes on cash, cash equivalents and restricted cash(11,376)10,935 2,466 
Net increase (decrease) in cash, cash equivalents and restricted cash184,285 (40,680)(642,841)
Cash, cash equivalents and restricted cash at beginning of year353,466 394,146 1,036,987 
Cash, cash equivalents and restricted cash at end of year$537,751 $353,466 $394,146 



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(in thousands)For the Years Ended December 31,
2017 2016 2015
Cash flows from operating activities:     
Net income$218,321
 $316,132
 $321,406
Adjustments to reconcile net income to net cash provided by operating activities:     
Depreciation and amortization372,313
 334,302
 299,563
Stock-based compensation164,308
 144,506
 126,677
(Benefit) provision for deferred income taxes(869) 7,308
 4,098
Amortization of debt discount and issuance costs18,839
 18,638
 18,525
Restructuring-related software charges31,965
 4,587
 
Other non-cash reconciling items, net10,068
 5,987
 5,804
Changes in operating assets and liabilities, net of effects of acquisitions and divestitures:     
Accounts receivable(63,825) 3,356
 (56,247)
Prepaid expenses and other current assets(22,311) 23,881
 7,137
Accounts payable and accrued expenses33,232
 18,491
 51,624
Deferred revenue1,142
 (1,213) 3,224
Other current liabilities16,378
 5,484
 (345)
Other non-current assets and liabilities21,422
 (9,647) 11,986
Net cash provided by operating activities800,983
 871,812
 793,452
Cash flows from investing activities:     
Cash paid for acquisitions, net of cash acquired(369,073) (95,439) (141,147)
Purchases of property and equipment(254,146) (180,949) (311,676)
Capitalization of internal-use software development costs(160,632) (135,340) (133,307)
Purchases of short- and long-term marketable securities(326,497) (781,061) (692,879)
Proceeds from sales of short and long-term marketable securities219,916
 57,740
 2,008
Proceeds from maturities of short and long-term marketable securities432,853
 664,837
 843,931
Other non-current assets and liabilities(2,098) 782
 (2,494)
Net cash used in by investing activities(459,677) (469,430) (435,564)
Cash flows from financing activities:     
Proceeds related to the issuance of common stock under stock plans55,680
 59,560
 61,791
Employee taxes paid related to net share settlement of stock-based awards(58,395) (45,545) (54,164)
Repurchases of common stock(361,194) (373,794) (302,606)
Other non-current assets and liabilities(1,096) 
 (2,050)
Net cash used in financing activities(365,005) (359,779) (297,029)
Effects of exchange rate changes on cash and cash equivalents12,912
 (7,907) (10,036)
Net (decrease) increase in cash and cash equivalents(10,787) 34,696
 50,823
Cash and cash equivalents at beginning of year324,169
 289,473
 238,650
Cash and cash equivalents at end of year$313,382
 $324,169
 $289,473
      
Supplemental disclosure of cash flow information:     
Cash paid for income taxes, net of refunds received in the years ended December 31, 2017, 2016 and 2015 of $6,750, $1,664 and $19,374, respectively$91,640
 $120,223
 $75,033
Non-cash financing and investing activities:     
Purchases of property and equipment and capitalization of internal-use software development costs included in accounts payable and accrued expenses$27,209
 $36,742
 $19,327
Capitalization of stock-based compensation$28,851
 $23,093
 $17,867
AKAMAI TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS, continued

(in thousands)For the Years Ended December 31,
202120202019
Supplemental disclosure of cash flow information:
Cash paid for income taxes, net of refunds received in the years ended December 31, 2021, 2020 and 2019 of $14,808, $17,491 and $3,731, respectively$100,533 $79,163 $73,898 
Cash paid for interest expense5,750 5,954 1,438 
Cash paid for operating lease liabilities224,085 201,856 153,818 
Non-cash activities:
Operating lease right-of-use assets obtained in exchange for operating lease liabilities218,753 200,735 529,376 
Purchases of property and equipment and capitalization of internal-use software development costs included in accounts payable and accrued expenses63,309 75,666 88,238 
Capitalization of stock-based compensation36,545 38,333 35,905 
Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents$536,725 $352,917 $393,745 
Restricted cash1,026 549 401 
Cash, cash equivalents and restricted cash$537,751 $353,466 $394,146 

The accompanying notes are an integral part of the consolidated financial statements.




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53


AKAMAI TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands, except share data)Common Stock Additional Paid-in Capital Treasury Stock Accumulated Other Comprehensive Loss 
Accumulated
Deficit
 Total Stockholders' Equity
Shares Amount 
Balance at December 31, 2014178,300,603
 $1,783
 $4,559,430
 $
 $(17,611) $(1,598,267) $2,945,335
Issuance of common stock upon the exercise of stock options and vesting of restricted and deferred stock units, net of shares withheld for employee taxes2,756,357
 27
 (27,697)       (27,670)
Issuance of common stock under employee stock purchase plan668,654
 7
 34,834
       34,841
Stock-based compensation    144,544
       144,544
Tax benefit from stock-based award activity, net    28,870
       28,870
Repurchases of common stock(4,513,433)   

 (302,606) 

 

 (302,606)
Treasury stock retirement  (45) (302,561) 302,606
     
Net income          321,406
 321,406
Foreign currency translation adjustment        (22,872)   (22,872)
Change in unrealized gain on investments, net of tax        (970)   (970)
Balance at December 31, 2015177,212,181
 1,772
 4,437,420
 
 (41,453) (1,276,861) 3,120,878
Issuance of common stock upon the exercise of stock options and vesting of restricted and deferred stock units, net of shares withheld for employee taxes2,194,699
 22
 (27,416)       (27,394)
Issuance of common stock under employee stock purchase plan863,419
 9
 39,905
       39,914
Stock-based compensation    166,987
       166,987
Tax deficiency from stock-based award activity, net

 

 (3,584)       (3,584)
Repurchases of common stock(7,015,502) 

 

 (373,794)     (373,794)
Treasury stock retirement  (70) (373,724) 373,794
     
Net income          316,132
 316,132
Foreign currency translation adjustment        (14,081)   (14,081)
Change in unrealized gain on investments, net of tax        (688)   (688)
Balance at December 31, 2016173,254,797
 $1,733
 $4,239,588
 $
 $(56,222) $(960,729) $3,224,370


(in thousands, except share data)Common StockAdditional Paid-in CapitalTreasury StockAccumulated Other Comprehensive LossRetained Earnings (Accumulated
Deficit)
Total Stockholders' Equity
SharesAmount
Balance at January 1, 2019162,904,550 $1,629 $3,670,033 $— $(48,912)$(430,890)$3,191,860 
Cumulative-effect adjustment to accumulated deficit related to adoption of new accounting pronouncement851 851 
Issuance of common stock upon the exercise of stock options and vesting of restricted and deferred stock units, net of shares withheld for employee taxes2,251,840 22 (72,350)(72,328)
Issuance of common stock under employee stock purchase plan879,648 53,680 53,689 
Stock-based compensation222,857 222,857 
Equity component of convertible senior notes, net of deferred tax of $23,170 and issuance costs of $2,880240,820 240,820 
Issuance of warrants related to convertible senior notes185,150 185,150 
Purchase of note hedge related to convertible senior notes(312,225)(312,225)
Repurchases of common stock(4,035,195)(334,519)(334,519)
Treasury stock retirement(40)(334,479)334,519 — 
Net income478,035 478,035 
Foreign currency translation adjustment(1,020)(1,020)
Change in unrealized gain on investments, net of tax4,788 4,788 
Balance at December 31, 2019162,000,843 $1,620 $3,653,486 $— $(45,144)$47,996 $3,657,958 


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AKAMAI TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY, continued

(in thousands, except share data)Common Stock Additional Paid-in Capital Treasury Stock Accumulated Other Comprehensive Loss 
Accumulated
Deficit
 Total Stockholders' Equity(in thousands, except share data)Common StockAdditional Paid-in CapitalTreasury StockAccumulated Other Comprehensive LossRetained EarningsTotal Stockholders' Equity
Shares Amount SharesAmount
Balance at December 31, 2016173,254,797
 $1,733
 $4,239,588
 $
 $(56,222) $(960,729) $3,224,370
Balance at December 31, 2019Balance at December 31, 2019162,000,843 $1,620 $3,653,486 $— $(45,144)$47,996 $3,657,958 
Issuance of common stock upon the exercise of stock options and vesting of restricted and deferred stock units, net of shares withheld for employee taxesIssuance of common stock upon the exercise of stock options and vesting of restricted and deferred stock units, net of shares withheld for employee taxes1,949,963 20 (89,122)(89,102)
Issuance of common stock under employee stock purchase planIssuance of common stock under employee stock purchase plan723,600 58,395 58,402 
Stock-based compensationStock-based compensation235,629 235,629 
Repurchases of common stockRepurchases of common stock(1,964,686)(193,588)(193,588)
Treasury stock retirementTreasury stock retirement(20)(193,568)193,588 — 
Net incomeNet income557,054 557,054 
Foreign currency translation adjustmentForeign currency translation adjustment19,629 19,629 
Change in unrealized gain on investments, net of taxChange in unrealized gain on investments, net of tax5,314 5,314 
Balance at December 31, 2020Balance at December 31, 2020162,709,720 1,627 3,664,820 — (20,201)605,050 4,251,296 
Issuance of common stock upon the exercise of stock options and vesting of restricted and deferred stock units, net of shares withheld for employee taxes2,453,961
 24
 (40,562)       (40,538)Issuance of common stock upon the exercise of stock options and vesting of restricted and deferred stock units, net of shares withheld for employee taxes1,902,742 18 (99,774)(99,756)
Issuance of common stock under employee stock purchase plan1,052,684
 11
 42,291
       42,302
Issuance of common stock under employee stock purchase plan648,686 59,707 59,714 
Stock-based compensation    193,170
       193,170
Stock-based compensation238,277 238,277 
Repurchases of common stock(6,868,118)     (361,194)     (361,194)Repurchases of common stock(4,749,037)(522,255)(522,255)
Treasury stock retirement  (69) (361,125) 361,194
     
Treasury stock retirement(47)(522,208)522,255 — 
Net income          218,321
 218,321
Net income651,642 651,642 
Foreign currency translation adjustment        34,698
   34,698
Foreign currency translation adjustment(38,514)(38,514)
Change in unrealized gain on investments, net of tax        (406)   (406)
Balance at December 31, 2017169,893,324
 $1,699
 $4,073,362
 $
 $(21,930) $(742,408) $3,310,723
Change in unrealized loss on investments, net of taxChange in unrealized loss on investments, net of tax(10,390)(10,390)
Balance at December 31, 2021Balance at December 31, 2021160,512,111 $1,605 $3,340,822 $— $(69,105)$1,256,692 $4,530,014 


The accompanying notes are an integral part of the consolidated financial statements.




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AKAMAI TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
1. Nature of Business and Basis of Presentation


Akamai Technologies, Inc. (the “Company”) provides cloud services for delivering, optimizingsolutions to power and securing content and business applications over the Internet. The Company'sprotect digital experiences. Its globally-distributed platform comprises more than 200,000350,000 servers across more than 130 countries. The Company was incorporated in Delaware in 1998 and is headquartered in Cambridge, Massachusetts. The Company is currently organized and operates in oneas 1 reportable and operating segment: providing cloud services for delivering, optimizingsolutions to power and securing content and business applications over the Internet.protect digital experiences.


The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in the accompanying consolidated financial statements. The Company has reclassified certain line items within cash flows from operating activities in its consolidated statements of cash flows to conform to current year presentation.


2. Summary of Significant Accounting Policies


Use of Estimates


The Company prepares its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America. These principles require management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and the amounts disclosed in the related notes to the consolidated financial statements. Actual results and outcomes may differ materially from management’s estimates, judgments and assumptions. Significant estimates, judgments and assumptions used in these financial statements include, but are not limited to, those related to revenue, accounts receivable and related reserves, valuation and impairment of investments and marketable securities, valuation and useful lives of acquired intangible assets, useful lives and realizability of long-lived assets, capitalized internal-use software development costs, income tax reserves and accounting for stock-based compensation. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. The effects of material revisions in estimates are reflected in the consolidated financial statements prospectively from the date of the change in estimate.


Cash, Cash Equivalents and Marketable Securities


Cash and cash equivalents consist of cash held in bank deposit accounts and short-term, highly-liquid investments with remaining maturities of three months or less at the date of purchase. Marketable securities consist of corporate, government and other securities. Securities having remaining maturities of less than one year from the date of the balance sheet are classified as short-term, and those with maturities of more than one year from the date of the balance sheet are classified as long-term in the consolidated balance sheet.sheets.


The Company classifies its debt securities with readily determinable market values as available-for-sale. These investments are classified as marketable securities on the consolidated balance sheets and are carried at fair market value, with unrealized gains and losses considered to be temporary in nature and reported as accumulated other comprehensive loss, a separate component of stockholders’ equity. The Company reviews all investments for reductions in fair value that are other-than-temporary. When such reductions occur, the cost of the investment is adjusted to fair value through recording a loss on investments in the consolidated statements of income. Gains and losses on investments are calculated on the basis of specific identification.


Marketable securities are considered to be impaired when a decline in fair value below cost basis is determined to be other-than-temporary. The Company periodically evaluates whether a decline in fair value below cost basis is other-than-temporary by considering available evidence regarding these investments including, among other factors: the duration of the period that, and extent to which, the fair value is less than cost basis; the financial health and business outlook of the issuer, including industry and sector performance and operational and financing cash flow factors; overall market conditions and trends; and the Company’s intent and ability to retain its investment in the security for a period of time sufficient to allow for an anticipated recovery in market value. Once a decline in fair value is determined to be other-than-temporary, a write-down is recorded and a new cost basis in the security is established. Assessing the above factors involves inherent uncertainty. Write-downs, if recorded, could be materially different from the actual market performance of marketable securities in the Company’s portfolio if, among other things, relevant information related to the marketable securities was not publicly available or other factors not considered by the Company would have been relevant to the determination of impairment.





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Accounts Receivable and Related Reserves


The Company’s accounts receivable balance includes unbilled amounts that represent revenue recorded for customers that are typically billed monthly in arrears. The Company records reserves against its accounts receivable balance. These reserves consistbalance which primarily consists of allowances for doubtful accounts and reserves for cash-basis customers.current expected credit losses. Increases and decreases in the allowance for doubtful accountscurrent expected credit losses are included as a component of general and administrative expense in the consolidated statements of income. The Company’s reserveallowance for cash-basis customers increasescurrent expected credit losses has been developed using historical loss rates for the previous twelve months as services are providedwell as expectations about the future where the Company has been able to customers where collection is no longer assured. Increasesdevelop forecasts to support its estimates. In addition, the reserve for cash-basis customers are recorded as reductions of revenue. The reserve decreases and revenue is recognized when and if cash payments are received.

Estimates are used in determining these reserves and are based upon the Company’s review ofallowance considers outstanding balances on a customer-specific, account-by-account basis. The allowance for doubtful accounts isCompany assesses collectibility based upon a review of customer receivables from prior sales with collection issues where the Company no longer believes that the customer has the ability to pay for services previously provided. The Company also performs ongoing credit evaluations of its customers. If such an evaluation indicates that payment is no longer reasonably assured for services provided, any future services provided to that customer will result in the creation of a cash-basis reserve until the Company receives consistent payments. The Company does not have any off-balance sheet credit exposure related to its customers.


Incremental Costs to Obtain a Contract with a Customer

The Company capitalizes incremental costs associated with obtaining customer contracts, specifically certain commission and incentive payments. The Company pays commissions and incentives up-front based on contract value upon signing a new arrangement with a customer and upon renewal and upgrades of existing contracts with customers if the renewal and upgrades result in an incremental increase in contract value. To the extent commissions and incentives are earned, the expenses, including estimated payroll taxes, are deferred on the Company's consolidated balance sheet and amortized over the expected life of the customer arrangement on a straight-line basis. Based on the nature of the Company's unique technology and services, and the rate at which the Company continually enhances and updates its technology, the expected life of the customer arrangement is determined to be approximately three years. Additionally, the Company may pay commissions and incentives based upon contract value, rather than incremental increase in contract value, to certain sales groups within the Company. For these commission arrangements, the Company amortizes capitalized costs for contract renewals over an average renewal contract period of 16 months. The Company also incurs commission expense on an ongoing basis based upon revenue recognized. In these cases, no incremental costs are deferred, as the commissions are earned and expensed in the same period for which the associated revenue is recognized.

Amortization of the costs is primarily included in sales and marketing expense in the consolidated statements of income. The current portion of deferred commission and incentive payments is included in prepaid expenses and other current assets, and the long-term portion is included in other assets on the Company's consolidated balance sheets.

Concentrations of Credit Risk


The amounts reflected in the consolidated balance sheets for accounts receivable, other current assets, accounts payable, accrued liabilities and other current liabilities approximate fair values due to their short-term maturities. The Company maintains the majority of its cash, cash equivalents and marketable securities with major financial institutions that the Company believes to be of high credit standing. The Company believes that, as of December 31, 2017,2021, its concentration of credit risk related to cash equivalents and marketable securities was not significant.


Concentrations of credit risk with respect to accounts receivable are primarily limited to certain customers to which the Company makes substantial sales. The Company’s customer base consists of a large number of geographically-dispersed customers diversified across several industries. To reduce risk, the Company routinely assesses the financial strength of its customers. Based on such assessments, the Company believes that its accounts receivable credit risk exposure is limited. For the years ended December 31, 2017, 20162021, 2020 and 2015,2019, no customer accounted for more than 10% of total revenue. As of December 31, 20172021, there was one customer with an accounts receivable balance greater than 10% of total accounts receivable, and 2016,as of December 31, 2020, no customer had an accounts receivable balance greater than 10% of total accounts receivable. The Company believes that, as of December 31, 2017,2021, its concentration of credit risk related to accounts receivable was not significant.


Fair Value of Financial Measurements


Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company has certain financial assets and liabilities recorded at fair value, principally cash equivalents



57

and short- and long-term marketable securities that have been classified as Level 1, 2 or 3 within the fair value hierarchy. Fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company can access at the reporting date. Fair values determined by Level 2 inputs utilize data points other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Fair values determined by Level 3 inputs are based on unobservable data points for the asset or liability.


Property and Equipment


Property and equipment are recorded at cost, net of accumulated depreciation and amortization. Property and equipment generally include purchases of items with a per-unit value greater than $1,000 and an estimated useful life greater than one year. Depreciation and amortization are computed on a straight-line basis over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the related lease terms or their estimated useful lives.

The Company periodically reviews the estimated useful lives of property and equipment, and any changesequipment. Changes to the estimated useful lives are recorded prospectively from the date of the change.

Upon retirement or sale, the cost of the assets disposed of and the related accumulated depreciation are removed from the accounts, and any resulting gain or loss is included in income from operations. Repairs and maintenance costs are expensed as incurred.



Operating Leases

The Company enters into operating leases for real estate assets related to office space and co-location assets related to space or racks at co-location facilities and related equipment for its servers and other networking equipment. The Company determines if an arrangement contains a lease at the inception of a contract by assessing whether there is an identified asset and whether the contract conveys the right to control the use of the identified asset in exchange for consideration and the right to obtain the economic benefits from the use of the identified asset.

Upon commencement of a lease, the Company records a right-of-use asset that represents the Company’s right to use the underlying asset for the lease term and a lease liability that represents an obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Lease payments are discounted at the lease commencement date. As the Company’s leases do not provide an implicit rate, an incremental borrowing rate has been applied based on the Company's credit-adjusted risk-free rate.

The Company often enters into contracts that contain both lease and non-lease components. Real estate non-lease components include real estate taxes, insurance, maintenance, parking and other operating costs. Co-location non-lease components include utilities and other operating costs. The Company includes both lease and non-lease components of fixed costs in its lease arrangements as a single lease component. Variable costs, such as utilities based on actual usage, are not included in the measurement of right-of-use assets and lease liabilities but are expensed when the event determining the amount of variable consideration to be paid occurs.

The Company’s lease terms often include renewal options and, particularly in the case of co-location arrangements, may include evergreen provisions. The Company’s right-of-use assets and lease liabilities generally do not include the options to extend, or terminate, unless it is reasonably certain that the Company will exercise these options. The Company has elected to exclude leases for certain networking equipment with terms of 12 months or less from its right-of-use assets and lease liabilities on its consolidated balance sheet.

Lease expense is recognized on a straight-line basis over the expected lease term.

Equity Method Investments

The Company accounts for equity investments in which it has significant influence, but not a controlling financial interest, using the equity method of accounting. Under the equity method of accounting, investments are initially recorded at cost, less impairment, and subsequently adjusted to recognize the Company’s share of earnings or losses.

In February 2019, the Company and Mitsubishi UFJ Financial Group ("MUFG") announced the establishment of a joint venture, the Global Open Network, Inc. ("GO-NET"), and their plans to offer a new blockchain-based online payment network. The Company's 20% stake in GO-NET is accounted for using the equity method.



55

58


As of December 31, 2021, the Company's $7.5 million investment is included in other assets on the consolidated balance sheet. The Company recorded a loss of $13.1 million during the year ended December 31, 2020, which included an $11.0 million impairment to reduce the Company's investment to its fair value due to a modified business plan and continued negative projected cash flows. The valuation technique used to measure fair value of the Company's equity method investment in GO-NET was primarily an adjusted net asset value model based on labor costs and the amount of time required to develop a similar technology for use in the planned payment processing service. The Company recorded a loss of $14.0 million and $1.1 million during the years ended December 31, 2021 and 2019, respectively, which reflects its share of the losses incurred by GO-NET during those years. Subsequent to the establishment of the joint venture, the Company recorded revenue of $10.1 million, $11.1 million and $11.6 million for the years ended December 31, 2021, 2020 and 2019, respectively, for services provided to GO-NET.

Goodwill, Acquired Intangible Assets and Long-Lived Assets


Goodwill is the amount by which the cost of acquired net assets in a business combination exceeds the fair value of the net identifiable assets on the date of purchase and is carried at its historical cost. The Company tests goodwill for impairment on an annual basis or more frequently if events or changes in circumstances indicate that the asset might be impaired. The Company performs its impairment test of goodwill as of December 31 each year. As of December 31, 2017, 20162021, 2020 and 2015,2019, the fair value of the Company's reporting unit was substantially in excess of the carrying value. The tests did not result in an impairment to goodwill during the years ended December 31, 2017, 20162021, 2020 and 2015.2019.


Acquired intangible assets consist of completed technologies, customer relationships, trademarks and trade names, non-compete agreements and acquired license rights. Acquired intangible assets, other than goodwill, are amortized over their estimated useful lives based upon the estimated economic value derived from the related intangible asset. Significant judgment is used in determining fair values of acquired intangibles assets and their estimated useful lives. Acquired intangible assets consist of completed technologies, customer relationships, trademarks and trade names, non-compete agreements and acquired license rights. Acquired intangible assets, other than goodwill, are amortized over their estimated useful lives based upon the estimated economic value derived from the related intangible asset. Significant judgment is used in determining fair values of acquired intangibles assets and their estimated useful lives. Fair value and useful life determinations may be based on, among other factors, estimates of future expected cash flows, royalty cost savings and appropriate discount rates used in calculating present values.


Long-lived assets, including property and equipment, operating lease right-of-use assets and acquired intangible assets, are reviewed for impairment whenever events or changes in circumstances, such as service discontinuance, technological obsolescence, significant decreases in the Company’s market capitalization, facility closures or work-force reductions indicate that the carrying amount of the long-lived asset may not be recoverable. When such events occur, the Company compares the carrying amount of the asset to the undiscounted expected future cash flows related to the asset. If this comparison indicates that an impairment is present, the amount of the impairment is calculated as the difference between the carrying amount and the fair value of the asset.


Contract Liabilities
Contract liabilities primarily represent payments received from customers for which the related performance obligations have not yet been satisfied. These balances consist of the unearned portion of monthly service fees and integration fees and prepayments made by customers for future periods. The current and long-term portions of the Company's contract liabilities are included in deferred revenue in the respective sections of the Company's consolidated balance sheets.

Revenue Recognition

The Company recognizes service revenue in accordance with the authoritative guidance for revenue recognition, including guidance on revenue arrangements with multiple deliverables. Revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured.


The Company primarily derives revenue from the sale of services to customers executing contracts having terms of one year or longer. Services included in the Company's contracts consist of its core services – the delivery of content, applications and software over the internet – as well as security solutions and professional services. Revenue is recognized upon transfer of control of promised services in an amount that reflects the consideration the Company expects to receive in exchange for those services.
The Company enters into contracts that may include various combinations of these services, which are generally capable of being distinct and accounted for as separate performance obligations. These contracts generally commit the customer to a minimum of monthly, quarterly or annual levellevels of usage and specify the rate at which the customer must pay for actual usage above the monthly, quarterly or annualstated minimum. ForBased on the typical structure of the Company's contracts, with awhich are generally for monthly commitment,



59

recurring services that are essentially the Company recognizessame over time and have the monthly minimum as revenue each month, provided that an enforceable contract has been signed by both parties, the service has been deliveredsame pattern of transfer to the customer, most performance obligations represent a promise to deliver a series of distinct services over time.

The Company's contracts with customers sometimes include promises to deliver multiple services to a customer. Determining whether services are distinct performance obligations often requires the feeexercise of judgment by management. For example, advanced features that enhance a service and are highly interrelated are generally not considered distinct; rather, they are combined with the service they relate to into one performance obligation. Different determinations related to combining services into performance obligations could result in differences in the timing and amount of revenue recognized in a period.

Generally, the transaction price in a contract is equal to the committed price stated in the contract, less any discounts or rebates. The Company's typical contracts qualify for series accounting, and the pricing terms generally do not require estimation of the transaction price beyond the reporting period. As a result, any incremental fees generated as a result of usage or “bursting” over committed contract levels are recorded in the period to which the services relate. The amount of consideration recognized for usage above contract minimums is limited to the amount the Company expects to be entitled to receive in exchange for providing the services. Once the transaction price has been determined, the Company allocates such price among all performance obligations in the contract on a relative standalone selling price (“SSP”) basis.

Determination of SSP requires the exercise of judgment by management. SSP is based on observable inputs such as the price the Company charges for the service when sold separately or the discounted list price per management’s approved price list. In cases where services are not sold separately or price list rates are not available, a cost-plus-margin approach or adjusted market approach is fixed or determinableused to determine SSP.

Most content delivery and collection is reasonably assured. Should a customer’s usage ofsecurity services represent stand-ready obligations that are satisfied over time as the Company's services exceedcustomer simultaneously receives and consumes the monthly, quarterly or annual minimum,benefits provided by the Company recognizesCompany. Accordingly, revenue for such excess in the period of additional usage. For annual or other non-monthly period revenue commitments, the Company recognizes revenue monthly based upon the customer’s actual usage each month of the commitment period and only recognizes any remaining committed amount for the applicable period in the last month thereof.

The Company typically charges its customers an integration fee when thethose services are first activated. Integration fees are recorded as deferred revenue andis recognized as revenueover time, generally ratably over the estimated life of the customer arrangement. The Company also derives revenue from services sold as discrete, non-recurring events or based solely on usage. For these services, the Company recognizes revenue once the event or usage has occurred.

When more than one element is contained in a revenue arrangement, the Company determines the fair value for each element in the arrangement based on vendor-specific objective evidence (“VSOE”) for each respective element, including any renewal rates for services contractually offered to the customer. Elements typically included in the Company's multiple element arrangements consist of its core services – the delivery of content, applications and software over the Internet – as well as mobile and security solutions and enterprise professional services. These elements have value to the customer on a stand-alone basis in that they can be sold separately by another vendor. Generally, there is no right of return relative to these services.

The Company typically uses VSOE to determine the fair value of its separate elements. All stand-alone sales of professional services are reviewed to establish the average stand-alone selling price for those services. For the Company's core services, the fair value is the price charged for a single deliverable on a per unit basis when it is sold separately.

For arrangements in which the Company is unable to establish VSOE, third-party evidence ("TPE") of the fair value of each element is determined based upon the price charged when the element is sold separately by another vendor. For arrangements in which the Company is unable to establish VSOE or TPE for each element, the Company uses the best estimate of selling price ("BESP") to determine the fair value of the separate deliverables. The Company estimates BESP based upon a management-approved listing of unit pricing for all solutions and pre-established discount levels for each solution that takes into consideration


56


volume, geography and industry lines. The Company allocates arrangement consideration across the multiple elements using the relative selling price method.

At the inception of a customer contract, the Company makes an assessment as to that customer’s ability to pay for the services provided. The Company bases its assessment on a combination of factors, including the successful completion of a credit check or financial review, its collection experience with the customer and other forms of payment assurance. Upon the completion of these steps, the Company recognizes revenue monthly in accordance with its revenue recognition policy. If the Company subsequently determines that collection from the customer is not reasonably assured, the Company records an allowance for doubtful accounts and bad debt expense for all of that customer’s unpaid invoices and ceases recognizing revenue for continued services provided until cash is received from the customer. Changes in the Company’s estimates and judgments about whether collection is reasonably assured would change the timing of revenue or amount of bad debt expense that the Company recognizes.

The Company also sells its services through reseller channels. Assuming all other revenue recognition criteria are met, the Company recognizes revenue from reseller arrangements based on the reseller’s contracted non-refundable minimum purchase commitments over the term of the contract, plus amounts sold by the resellerarrangement due to its customers in excess of the minimum commitments. Amounts attributable to this excess usage areconsistent monthly traffic commitments that expire each period. Any bursting over given commitments is recognized as revenue in the period in which the servicetraffic was served. For services that involve traffic consumption, revenue is provided.recognized in an amount that reflects the level of traffic served to a customer in a given period. For custom arrangements, other methods may be used as a measure of progress towards satisfying the performance obligations.


Some of the Company's contracts are satisfied at a point in time, such as one-time professional services, integration services and most license sales where the primary obligation is delivery of the license at the start of the term. In these cases, revenue is recognized at the point in time of delivery or satisfaction of the performance obligation.

From time to time, the Company enters into contracts to sell its services or license its technology to unrelated enterprises at or about the same time that it enters into contracts to purchase products or services from the same enterprises. Consideration payable to a customer is reviewed as part of the transaction price. If the Company concludes that these contracts were negotiated concurrently,payment to the Company records ascustomer does not represent payment for a distinct service, revenue is recognized only up to the net cash received from the vendor, unless the product or service received has a separate identifiable benefit and the fair valueamount of the vendor’s product or service can be established objectively.

consideration after customer payment obligations are considered. The Company may from time to timealso resell the licenses or services of third parties. The Company records revenue for these transactions on a gross basis whenIf the Company has risk of loss relatedis acting as an agent in an arrangement with a customer to provide third party services, the amounts purchased fromtransaction price reflects only the net amount to which the Company will be entitled, after accounting for payments made to the third party andresponsible for satisfying the Company adds value to the license or service, such as by providing maintenance or support for such license or service. If these conditions are present, the Company recognizes revenue when all other revenue recognition criteria are satisfied.performance obligation.

Deferred revenue represents amounts billed to customers for which revenue has not been recognized. Deferred revenue primarily consists of the unearned portion of monthly billed service fees, prepayments made by customers for future periods, deferred integration and activation set-up fees and amounts billed under customer arrangements with extended payment terms.


Cost of Revenue


Cost of revenue consists primarily of fees paid to network providers for bandwidth and to third-party network data centers for housing servers, also known as co-location costs. Cost of revenue also includes employee costs for services delivery and network operation, build-out and support of the Company's network; network storage costs; cost of software licenses; depreciation of network equipment used to deliver the Company’s services; amortization of network-related internal-use software; and costs for the production of live events streamed by the Company for customers. The Company enters into contracts for bandwidth with third-party network providers with terms typically ranging from several months to five years. These contracts generally commit the Company to pay minimum monthly fees plus additional fees for bandwidth usage above the committed level. In some circumstances, Internetinternet service providers (“ISPs”) make rack space available for the Company’sCompany to locate its servers and provide access to their bandwidth at a discount or no cost. In exchange,Although the ISPCompany does not provide any goods or services to the ISPs or the ISPs’ customers under these arrangements, the ISPs and itstheir customers indirectly benefit by receivingaccessing content through a local Company server, resulting in better content delivery. The Company does not considerrecords the cost of these vendor relationships to represent the culmination of an earnings process. Accordingly, the Company does not recognize as revenue the value to the ISPs associated with the use of the Company’s servers, nor does the Company recognize as expense the value of the rack space and bandwidth received at discountedtheir negotiated transaction price, which is either at a discount or no cost.




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Research and Development Costs and Capitalized Internal-Use Software


Research and development costs consist primarily of payroll and related personnel costs for the design, development, deployment, testing and enhancement of the Company’s services and network. Costs incurred in the development of the Company’s services are expensed as incurred, except certain internal-use software development costs eligible for capitalization.



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Capitalized costs include external consulting fees, payroll and payroll-related costs and stock-based compensation for employees in the Company’s development and information technology groups who are directly associated with, and who devote time to, the Company’s internal-use software projects. Capitalization begins when the planning stage is complete and the Company commits resources to the software project, andproject; capitalization continues during the application development stage. Capitalization ceases when the software has been tested and is ready for its intended use. Costs incurred during the planning, training and post-implementation stages of the software development life-cycle are expensed as incurred. The Company amortizes completed internal-use software that is used on its network to cost of revenue over its estimated useful life.


Accounting for Stock-Based Compensation


The Company recognizes compensation costs for all stock-based payment awards made to employees based upon the awards’ grant-date fair value. The stock-based payment awards include stock options, restricted stock units, deferred stock units and employee stock purchases related to the Company’s employee stock purchase plan.


For stock options, the Company has selected the Black-Scholes option-pricing model to determine the fair value of stock option awards. For stock awards with market-based vesting conditions, the Company uses a Monte Carlo simulation to determine the fair value of the award. For stock options, restricted stock units and deferred stock units that contain only a service-based vesting feature, the Company recognizes compensation cost on a straight-line basis over the award's vesting period. For awards with a performance condition-based vesting feature, the Company recognizes compensation cost on a graded-vesting basis over the award's expected vesting period, commencing when achievement of the performance condition is deemed probable. In addition, for awards that vest and become exercisable only upon achievement of specified performance conditions, the Company makes judgments and estimates each quarter about the probability that such performance conditions will be met or achieved. Any changes to those estimates that the Company makes from time to time may have a significant impact on the stock-based compensation expense recorded and could materially impact the Company’s results of operations.


Foreign Currency Translation and Forward Currency Contracts


The assets and liabilities of the Company's subsidiaries are translated at the applicable exchange rate as of the balance sheet date, and revenue and expenses are translated at an average rate over the period. Resulting currency translation adjustments are recorded as a component of accumulated other comprehensive loss, a separate component of stockholders’ equity. Gains and losses on inter-company and other non-functional currency transactions are recorded in Otherother income (expense), net.


The Company enters into short-term foreign currency forward contracts to offset foreign exchange gains and losses generated by the re-measurement of certain assets and liabilities recorded in non-functional currencies. Changes in the fair value of these derivatives, as well as re-measurement gains and losses, are recognized in current earnings in Otherother income (expense), net. As of December 31, 20172021 and 2016,2020, the fair value of the forward currency contracts and the underlying net gains and losses for the years ended December 31, 2017, 20162021, 2020 and 20152019 were immaterial.


The Company's foreign currency forward contracts may be exposed to credit risk to the extent that its counterparties are unable to meet the terms of the agreements. The Company seeks to minimize counterparty credit (or repayment) risk by entering into transactions only with major financial institutions of investment grade credit rating.


Income Taxes


The Company's provision for income taxes is comprised of a current and a deferred portion. The current income tax provision is calculated as the estimated taxes payable or refundable on tax returns for the current year. The deferred income tax provision is calculated as the estimated future tax effects attributable to temporary differences and carryforwards using expected tax rates in effect in the years during which the differences are expected to reverse or the carryforwards are expected to be realized.





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The Company currently has net deferred tax assets consisting of net operating loss (“NOL”) carryforwards, tax credit carryforwards and deductible temporary differences. Management periodically weighs the positive and negative evidence to determine if it is more likely than notmore-likely-than-not that some or all of the deferred tax assets will be realized.


The Company has recorded certain tax reserves to address potential exposures involving its income tax and sales and use tax positions. These potential tax liabilities result from the varying application of statutes, rules, regulations and interpretations by different taxing jurisdictions. The Company's estimate of the value of its tax reserves contains assumptions based on past experiences and judgments about the interpretation of statutes, rules and regulations by taxing jurisdictions. It is possible that the costs of the ultimate tax liability or benefit from these matters may be more or less than the amount the Company estimated.




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Uncertainty in income taxes is recognized in the Company's consolidated financial statements using a two-step process. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination. If the tax position is deemed more-likely-than-not to be sustained based on technical merit, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement.

In December 2017, the U.S. Tax Cuts and Jobs Act (the "TCJA") was enacted, making significant changes to the Internal Revenue Code. The U.S. Securities and Exchange Commission staff issued guidance for the accounting for certain income tax effects of the TCJA, which allows the Company to record provisional amounts during a measurement period not to extend beyond one year of the enactment date. The Company has recognized the provisional impacts of the TCJA in its consolidated financial statements for the year ended December 31, 2017. The ultimate impact could materially differ from the provisional amounts recorded due to additional analysis, changes in assumptions or interpretations, additional guidance that may be issued and actions the Company may take as a result of the TCJA. The Company expects to complete the analysis within the measurement period and any subsequent adjustment to the provisional amounts will be recognized as a current tax provision or benefit in the quarter of 2018 in which the analysis is completed.


Newly-Adopted Accounting Pronouncements

Share-Based Payments

In March 2016,October 2021, the Financial Accounting Standards Board ("FASB") issued guidance which requires contract assets and contract liabilities from contracts with customers that is intendedare acquired in a business combination to simplify aspectsbe recognized and measured as if the acquirer had originated the original contract. Previously, contract assets and contract liabilities were measured at fair value. The Company adopted this guidance in the fourth quarter of how share-based payments are accounted for2021, which required retrospective adoption to all business combinations completed on or after January 1, 2021, and presented inprospectively to all business combinations occurring after adoption. The adoption did not have a material impact to business combinations completed prior to adoption, and did not have a material impact to the Company's financial statements. This guidance requires that entities record all tax effects of share-based payments at settlement or expiration through the income statement. The standard also amends how windfall tax benefits are recognized, the minimum statutory tax withholding requirements and how entities elect to recognize share-based payment forfeitures. In addition, this guidance impacts the presentation of cash flows related to excess tax benefits by no longer requiring separate presentation as a financing activity apart from other operating income tax cash flows.
This guidance was effective for the Company on January 1, 2017. Upon adoption, the Company began recognizing tax benefits related to stock-based compensation in its provision for income taxes rather than as additional paid-in capital. The Company elected to continue estimating forfeitures in determining the amount of compensation cost. The Company was not required to adjust beginning retained earnings as a result of these two items.
In addition, the Company adopted the presentation requirements related to the excess tax benefit in its statements of cash flows on a retrospective basis beginning January 1, 2015. The line item labeled excess tax benefits from stock-based compensation included in both cash flows from operating activities and financing activities was eliminated. This had the impact of increasing net cash provided by operating activities and net cash used in financing activities. Prior periods have been revised as follows (in thousands):
 Net Cash Provided by Operating Activities Net Cash Used in Financing Activities
 As Reported As Adjusted As Reported As Adjusted
Year ended December 31, 2016$866,298
 $871,812
 $(354,265) $(359,779)
Year ended December 31, 2015764,151
 793,452
 (267,728) (297,029)


Recent Accounting Pronouncements

Revenue Recognition


In May 2014,August 2020, the FASB issued updated guidance that is expected to reduce complexity and disclosure requirementsimprove comparability of financial reporting associated with accounting for recognizing revenue. The new revenue recognition standard provides a five-step model for recognizing revenue fromconvertible instruments and contracts with customers. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.entity’s own equity. The new standard could beCompany adopted using one of two methods: retrospectively to each prior period presented orthis guidance on January 1, 2022 on a modified retrospective application by recognizing a cumulative-effect adjustment as a component of equity as of the date of adoption. This standard became effective for the Company on January 1, 2018, and the Company has elected to adopt it retrospectively to each prior period presented.basis.




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The updated guidance impacts, or requires the Company to modify, certain judgments and estimates that the Company currently makes as it relates to recognizing revenue. The Company primarily derives revenue from the sales of its services, but in some instances licenses software to some of its customers. Prior to adoption of the updated guidance, the Company did not establish VSOE for the undelivered elements sold with the software. Thus, revenue from license sales was deferred and recognized over the arrangement term. Upon adoption, of the new revenue standard, license revenue will be recognized at a point in time when the license is delivered, provided all other revenue recognition criteria have been met. This will result in accelerating revenue recognition for these types of arrangements. For sales of the Company's services, integration fee revenue that was previously recognized ratably over the estimated life of the customer arrangement will be recognized when integration has been completed, which will have the effect of accelerating revenue recognition from integration fees. In addition, the Company historically established a reserve for cash basis customers if collectability was not reasonably assured and recognized revenue as cash was collected. Upon adoption of the new standard, revenue will be recognized for those customers when collectability becomes probable, transfer of control for all performance obligations has occurred and all other revenue recognition criteria have been achieved, rather than when collectability is reasonably assured.

The Company has quantified the impact that these changes would have had on revenue reported for the years ended December 31, 2017 and 2016, and each of the quarters therein, and determined that they would not have had a material impact on the Company's consolidated financial statements.

The Company is also assessing the impact of capitalizing costs associated with obtaining customer contracts, specifically commission and incentive payments. Historically, these payments have been expensed in the period in which they were incurred. Under the updated guidance, these payments will be deferredconvertible senior notes included on the Company's consolidated balance sheets and amortized oversheet will more closely reflect the expected life of the customer arrangement. The Company has quantified the impact that these changes would have had on sales and marketing expenses recorded in the consolidated statements of income for the years ended December 31, 2016 and 2017, and for each of the quarters therein and determined it would not have had a material impact on the consolidated statements of income for such periods. Upon adoption,principal amounts. Initially, the Company expects to recordseparated its convertible senior notes into a liability and equity component. The equity portion will now be eliminated, such that convertible senior notes will increase by $304.7 million, deferred commissionincome tax assets will increase by $74.0 million and incentive assetadditional paid-in capital will decrease by $375.4 million on the consolidated balance sheet of $58.6 million as of January 1, 2022. The net effect of these adjustments will be recorded as an increase to retained earnings as of January 1, 2022.

With the elimination of the debt discount created by the equity component, amortization of the debt discount will be eliminated, which will have the impact of decreasing interest expense, and therefore increasing net income and earnings per share, from the period of adoption.

Additionally, the new guidance eliminates the use of the treasury stock method for convertible instruments that can be settled in whole or in part with equity, when calculating diluted earnings per share. Instead, it requires application of the if-converted method. Under that method, diluted earnings per share would generally be calculated assuming that all the convertible senior notes were converted solely into shares of common stock at the beginning of the reporting period, unless the result would be antidilutive. The application of the if-converted method would reduce the Company’s reported diluted earnings per share after the adoption date. However, in December 31, 2017. The current2021, the Company made an irrevocable election to settle the principal portion of the assetconvertible senior notes with cash. Accordingly, effective from that date forward, the if-converted method will only be includedimpacted by any potential shares to be delivered for the amount in prepaid expenses and other current assets, and the long-term portion will be included in other assets. The full amountexcess of the adjustment will be included in retained earnings.

principal portion. The Company is substantially complete with its implementation efforts as ofdoes not expect the filing of these financial statements; however, it is continuing to evaluate the impact that this guidance will have on disclosure requirements related to revenue and revenue-related items.

Leases

In February 2016, the FASB issued guidance that requires companies to present assets and liabilities arising from leases with terms greater than 12 months on the consolidated balance sheets. The updated standard aims to increase transparency and comparability among organizations by requiring lessees to recognize right-of-use assets and lease liabilities on the balance sheet and requiring disclosure of key information about leasing arrangements. This will impact all leases, including leases for real estate and co-location facilities, among other arrangements currently under evaluation. The Company plans to adopt this standard in the first quarter of 2019 and expects to record significant right-of-use assets and lease liabilities on its consolidated balance sheets. The Company has formed a project team to assess the current state of accounting for leases, to understand the gaps between the current state and required future state and to implement the new processes, systems and controls required. The Company expects the adoption of this standard to require changes to its processes, systems and controls over financial reporting.the diluted earnings per share guidance to materially impact our results of operations.

Credit Losses on Financial Instruments
In June 2016, the FASB issued guidance that introduces a new methodology for accounting for credit losses on financial instruments, including available-for-sale debt securities. The guidance establishes a new "expected loss model" that requires entities to estimate current expected credit losses on financial instruments by using all practical and relevant information. Any expected credit losses are to be reflected as allowances rather than reductions in the amortized cost of available-for-sale debt securities. This guidance will be effective for the Company on January 1, 2020. The Company is evaluating the potential impact on its consolidated financial statements of adopting this new accounting guidance.

Intra-Entity Asset Transfers

In October 2016, the FASB issued guidance that requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. This guidance became effective for the Company on January 1, 2018 and is to be applied on a modified retrospective basis through recognizing a cumulative-effect adjustment as a




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component of equity as of the date of adoption. Upon adoption, the Company expects to reclassify $11.6 million from other current assets and $27.0 million from other assets to retained earnings.

Business Combinations

In January 2017, the FASB issued guidance that changes the definition of a business to assist entities with evaluating whether transactions should be accounted for as transfers of assets or business combinations. This guidance became effective for the Company on January 1, 2018 and is to be applied prospectively. The adoption of this new accounting guidance will change the manner in which the Company evaluates whether a transaction is a transfer of assets or a business combination. This may result in a transaction being recorded as a transfer of assets, whereas previously the Company may have concluded it was a business combination.

3. Fair Value Measurements


The following is a summary of available-for-sale marketable securities held as of December 31, 20172021 and 20162020 (in thousands):

Gross UnrealizedAggregate
Fair Value
Classification on Balance Sheet
  Gross Unrealized 
Aggregate
Fair Value
 Classification on Balance Sheet Amortized CostShort-Term
Marketable
Securities
Long-Term
Marketable
Securities
As of December 31, 2021As of December 31, 2021GainsLossesAggregate
Fair Value
Amortized Cost     
Short-Term
Marketable
Securities
 
Long-Term
Marketable
Securities
As of December 31, 2017 Gains Losses 
Aggregate
Fair Value
Commercial paper$6,951
 $
 $(9) $6,942$6,942
$
Commercial paper$25,056 $— $(24)$25,032 $25,032 $— 
Corporate bonds736,902
 2
 (3,829) 733,075289,378
443,697
Corporate bonds1,268,991 1,191 (4,275)1,265,907 459,012 806,895 
U.S. government agency obligations220,014
 
 (1,764) 218,250
 102,234
 116,016
U.S. government agency obligations316,728 (1,281)315,450 56,530 258,920 
$963,867
 $2
 $(5,602) $958,267
 $398,554
 $559,713
$1,610,775 $1,194 $(5,580)$1,606,389 $540,574 $1,065,815 
           
As of December 31, 2016           
As of December 31, 2020As of December 31, 2020
Commercial paper$40,965
 $
 $(45) $40,920
 $40,920
 $
Commercial paper$46,931 $13 $(8)$46,936 $46,936 $— 
Corporate bonds984,650
 123
 (3,697) 981,076
 418,495
 562,581
Corporate bonds1,628,462 9,482 (262)1,637,682 607,403 1,030,279 
Municipal securitiesMunicipal securities3,495 — (6)3,489 — 3,489 
U.S. government agency obligations267,473
 35
 (1,366) 266,142
 53,157
 212,985
U.S. government agency obligations435,653 329 (63)435,919 89,951 345,968 
$1,293,088
 $158
 $(5,108) $1,288,138
 $512,572
 $775,566
$2,114,541 $9,824 $(339)$2,124,026 $744,290 $1,379,736 


The Company offers certain eligible employees the ability to participate in a non-qualified deferred compensation
plan. The mutual funds held by the Company that are associated with this plan are classified as restricted trading securities.
These securities are not included in the available-for-sale securities table above but are included in marketable securities in the
consolidated balance sheets.


Unrealized gains and unrealized temporary losses on investments classified as available-for-sale are included within accumulated other comprehensive loss in the consolidated balance sheets. Upon realization, those amounts are reclassified from accumulated other comprehensive loss to interest income in the consolidated statements of income. As of December 31, 2017,2021, the Company held for investment corporate bonds with a fair value of $543.6$38.2 million, which are classified as available-for-sale marketable securities and have been in a continuous unrealized loss position for more than 12 months. The unrealized losses of $3.9 million related to these corporate bonds were $0.2 million and are included in accumulated other comprehensive incomeloss as of December 31, 2017.2021. The unrealized losses are attributable to changes in interest rates. Based on the evaluation of available evidence, the Company does not believe any unrealized losses represent other than temporary impairments.




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The following table details the fair value measurements within the fair value hierarchy of the Company’s financial assets and liabilities as of December 31, 20172021 and 20162020 (in thousands):

Total Fair ValueFair Value Measurements at Reporting Date Using
Total Fair Value Fair Value Measurements at Reporting Date Using Level 1Level 2
Level 1 Level 2 Level 3
As of December 31, 2017       
As of December 31, 2021As of December 31, 2021
Cash Equivalents and Marketable Securities:       Cash Equivalents and Marketable Securities:
Money market funds$22,649
 $22,649
 $
 $
Money market funds$109,313 $109,313 $— 
Commercial paper10,928
 
 10,928
 
Commercial paper39,031 — 39,031 
Corporate bonds733,075
 
 733,075
 
Corporate bonds1,265,907 — 1,265,907 
U.S. government agency obligations218,248
 
 218,248
 
U.S. government agency obligations315,450 — 315,450 
Mutual funds7,879
 7,879
 
 
Mutual funds23,129 23,129 — 
$992,779
 $30,528
 $962,251
 $
$1,752,830 $132,442 $1,620,388 
       
Liabilities:       
Contingent consideration obligation related to completed acquisitions$(8,631) $
 $
 $(8,631)
       
As of December 31, 2016       
As of December 31, 2020As of December 31, 2020
Cash Equivalents and Marketable Securities:       Cash Equivalents and Marketable Securities:
Money market funds$8,726
 $8,726
 $
 $
Money market funds$74,417 $74,417 $— 
Commercial paper40,920
 
 40,920
 
Commercial paper75,785 — 75,785 
Corporate bonds981,076
 
 981,076
 
Corporate bonds1,637,682 — 1,637,682 
Municipal securitiesMunicipal securities3,489 — 3,489 
U.S. government agency obligations266,142
 
 266,142
 
U.S. government agency obligations435,919 — 435,919 
Mutual funds4,022
 4,022
 
 
Mutual funds19,932 19,932 — 
$1,300,886
 $12,748
 $1,288,138
 $
$2,247,224 $94,349 $2,152,875 
       
Liabilities:       
Contingent consideration obligation related to completed acquisitions$(7,100) $
 $
 $(7,100)


As of December 31, 20172021 and 2016,2020, the Company grouped money market funds and mutual funds using a Level 1 valuation because market prices for such investments are readily available in active markets. As of December 31, 20172021 and 2016,2020, the Company grouped commercial paper, U.S. government agency obligations, and corporate bonds and municipal securities using a Level 2 valuation because quoted prices for similar assets in active markets (or identical assets in an inactive market) are available. The Company did not have any transfers of assets or liabilities between Level 1 andor Level 2 of the fair value measurement hierarchy during the years ended December 31, 20172021 and 2016.2020.


When developing fair value estimates, the Company maximizes the use of observable inputs and minimizes the use of unobservable inputs. When available, the Company uses quoted market prices to measure fair value. The valuation technique used to measure fair value for the Company's Level 1 and Level 2 assets is a market approach, using prices and other relevant information generated by market transactions involving identical or comparable assets. If market prices are not available, the fair value measurement is based on models that use primarily market-based parameters including yield curves, volatilities, credit ratings and currency rates. In certain cases where market rate assumptions are not available, the Company is required to make judgments about the assumptions market participants would use to estimate the fair value of a financial instrument.

The valuation technique used to measure the fair value of the Company's Level 3 liabilities, which consist of contingent consideration related to the acquisitions of Soha Systems, Inc. ("Soha") and Cyberfend, Inc. ("Cyberfend") in 2016 (Note 8), was primarily an income-based approach. The significant unobservable input used in the fair value measurement of the contingent consideration is the likelihood of achieving development milestones to integrate the acquired technology into the Company's technology as well as achieving certain post-closing financial results.



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Contractual maturities of the Company’s available-for-sale marketable securities held as of December 31, 20172021 and 20162020 were as follows (in thousands):

 December 31, 2021December 31, 2020
Due in 1 year or less$540,574 $744,290 
Due after 1 year through 5 years1,065,815 1,379,736 
$1,606,389 $2,124,026 




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 December 31, 2017 December 31, 2016
Due in 1 year or less$398,554
 $512,572
Due after 1 year through 5 years559,713
 775,566
 $958,267
 $1,288,138


The following table reflects the activity for the Company’s major classesTable of liabilities measured at fair value using Level 3 inputs for the years ended December 31, 2017 and 2016 (in thousands):Contents

 Other Liabilities:
Contingent Consideration Obligation
Balance, January 1, 2016$
Contingent consideration obligation related to Soha acquisition(1,600)
Contingent consideration obligation related to Cyberfend acquisition(5,500)
Balance, December 31, 2016$(7,100)
Fair value adjustment to contingent consideration included in general and administrative expense
(2,781)
Cash paid upon achievement of milestone1,250
Balance, December 31, 2017$(8,631)

4. Accounts Receivable


Net accounts receivable consisted of the following as of December 31, 20172021 and 20162020 (in thousands):
 
December 31, 2021December 31, 2020
Trade accounts receivable$501,959 $473,474 
Unbilled accounts receivable175,364 188,400 
Gross accounts receivable677,323 661,874 
Allowance for current expected credit losses and other reserves(1,397)(1,822)
Accounts receivable, net$675,926 $660,052 
 December 31, 2017 December 31, 2016
Trade accounts receivable$319,996
 $260,976
Unbilled accounts receivable140,410
 113,765
Gross accounts receivable460,406
 374,741
Allowance for doubtful accounts(1,043) (829)
Reserve for cash-basis customers(236) (5,316)
Total accounts receivable reserves(1,279) (6,145)
Accounts receivable, net$459,127
 $368,596


A summary of activity in the accounts receivable allowance for current expected credit losses and other reserves for the years ended December 31, 2017, 20162021, 2020 and 2015,2019 is as follows (in thousands):


202120202019
Beginning balance$1,822 $1,880 $1,534 
Charges to income from operations4,576 12,347 5,116 
Collections from customers previously reserved and other(5,001)(12,405)(4,770)
Ending balance$1,397 $1,822 $1,880 
 2017 2016 2015
Beginning balance$6,145
 $7,364
 $9,023
Charges to income from operations5,809
 49,677
 37,870
Collections from cash basis customers and write-offs(10,675) (50,896) (39,529)
Ending balance$1,279
 $6,145
 $7,364


Charges to income from operations representprimarily represents charges to bad debt expense for increases in the allowance for doubtful accounts and reductions to revenue for increases in reserves for cash basis customers. The decrease in the reserve activity during 2017 is primarily attributable to two customers that were removed from cash-basis revenue recognition due to a strong, consistent history of payment.current expected credit losses.




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5. Prepaid Expenses and Other Current Assets


Prepaid expenses and other current assets consisted of the following as of December 31, 20172021 and 20162020 (in thousands):


December 31, 2021December 31, 2020
Prepaid income taxes$32,021 $30,682 
Prepaid sales and other taxes28,300 24,034 
Prepaid equipment and software maintenance10,661 15,526 
Deferred commissions43,562 54,516 
Other prepaid expenses35,109 26,187 
Other current assets16,660 20,461 
Total$166,313 $171,406 

Incremental Costs to Obtain a Contract with a Customer

The following table summarizes the deferred costs associated with obtaining customer contracts, specifically commission and incentive payments, as of December 31, 2021 and 2020 (in thousands):

December 31, 2021December 31, 2020
Deferred costs included in prepaid and other current assets$43,562 $54,516 
Deferred costs included in other assets30,436 23,200 
Total deferred costs$73,998 $77,716 




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 December 31, 2017 December 31, 2016
Prepaid income taxes$30,314
 $25,161
Prepaid sales and other taxes22,973
 18,877
Prepaid equipment and software maintenance26,354
 15,805
Other prepaid expenses28,866
 24,727
Other current assets29,302
 19,733
Total$137,809
 $104,303
The following table summarizes additional information related to incremental costs to obtain a contract with a customer for the years ended December 31, 2021, 2020 and 2019 (in thousands):


202120202019
Amortization expense related to deferred costs$58,433 $61,682 $44,266 
Incremental costs capitalized56,509 67,058 54,514 

Amortization expense related to deferred costs is primarily included in sales and marketing expense in the consolidated statements of income.

6. Property and Equipment


Property and equipment consisted of the following as of December 31, 20172021 and 20162020 (in thousands, except years):
 
December 31, 2021December 31, 2020Estimated Useful Life
(in years)
Computer and networking equipment$1,981,775 $1,847,717 3-7
Purchased software89,347 95,662 3-10
Furniture and fixtures71,381 71,119 1-7
Office equipment42,616 40,235 3-5
Leasehold improvements227,358 230,423 1-15
Internal-use software1,382,099 1,234,934 2-7
Property and equipment, gross3,794,576 3,520,090 
Accumulated depreciation and amortization(2,260,247)(2,041,818)
Property and equipment, net$1,534,329 $1,478,272 
 December 31, 2017 December 31, 2016 Estimated Useful Life
Computer and networking equipment$1,292,587
 $1,170,471
 3-7
Purchased software61,276
 51,727
 3-10
Furniture and fixtures48,521
 41,968
 5
Office equipment26,949
 24,497
 3-5
Leasehold improvements152,487
 139,991
 1-16
Internal-use software765,162
 656,053
 2-7
Property and equipment, gross2,346,982
 2,084,707
  
Accumulated depreciation and amortization(1,484,447) (1,283,690)  
Property and equipment, net$862,535
 $801,017
  


Depreciation and amortization expense on property and equipment and capitalized internal-use software for the years ended December 31, 2017, 20162021, 2020 and 20152019 was $341.4$502.6 million,, $307.7 $436.3 million and $272.5$402.1 million,, respectively. During the years ended December 31, 2017, 20162021, 2020 and 2015,2019, the Company capitalized $28.9$35.0 million, $23.1$38.0 million and $17.9$35.9 million,, respectively, of stock-based compensation related to employees who developed and enhanced internal-use software applications.


During the years ended December 31, 20172021 and 2016,2020, the Company wrote off $174.6$283.4 million and $93.4$279.9 million,, respectively, of property and equipment, gross, along with the associated accumulated depreciation and amortization. The write-offs were primarily related to computer and networking equipment and internal-use software no longer in use. These assets had been substantially depreciated and amortized. In addition, during the year ended December 31, 2017, the Company wrote off $36.2$3.4 million and $0.8 million, primarily of internal-use software as a result of certain restructuring efforts. These assets had a net book value of $32.0 millionefforts during the years ended December 31, 2021 and are included in restructuring charges in the consolidated statements of income.December 31, 2020, respectively.





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7. Goodwill and Acquired Intangible Assets


The changes in the carrying amount of goodwill for the years ended December 31, 2017 and 2016 were as follows (in thousands):

 2017 2016
Beginning balance$1,228,503
 $1,150,244
Acquisition of Concord Systems, Inc.
 1,079
Acquisition of Soha Systems, Inc.
 43,515
Acquisition of Cyberfend, Inc.
 38,754
Acquisition of Soasta, Inc.121,668
 
Acquisition of Nominum, Inc.133,754
 
Measurement period adjustments4,217
 
Foreign currency translation10,546
 (5,089)
Ending balance$1,498,688
 $1,228,503
Acquired intangible assets that are subject to amortization consisted of the following as of December 31, 20172021 and 20162020 (in thousands):
 
 December 31, 2021December 31, 2020
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Completed technologies$257,857 $(128,715)$129,142 $172,346 $(111,435)$60,911 
Customer-related intangible assets398,182 (216,192)181,990 358,032 (186,733)171,299 
Non-compete agreements258 (107)151 373 (77)296 
Trademarks and trade names8,039 (6,097)1,942 7,658 (5,440)2,218 
Acquired license rights490 (490)— 490 (490)— 
Total$664,826 $(351,601)$313,225 $538,899 $(304,175)$234,724 
 December 31, 2017 December 31, 2016
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
Completed technologies$145,091
 $(65,283) $79,808
 $119,091
 $(50,823) $68,268
Customer-related intangible assets245,310
 (128,835) 116,475
 192,810
 (114,209) 78,601
Non-compete agreements4,710
 (3,975) 735
 5,030
 (3,775) 1,255
Trademarks and trade names7,200
 (2,959) 4,241
 3,700
 (2,361) 1,339
Acquired license rights490
 (490) 
 490
 (490) 
Total$402,801
 $(201,542) $201,259
 $321,121
 $(171,658) $149,463


Aggregate expense related to amortization of acquired intangible assets for the years ended December 31, 2017, 20162021, 2020 and 20152019 was $30.9$48.0 million,, $26.6 $42.0 million and $27.1$38.6 million,, respectively. Based on the Company's acquired intangible assets as of December 31, 2017,2021, aggregate expense related to amortization of acquired intangible assets is expected to be approximately $33.3$48.1 million,, $36.5 $43.5 million,, $33.8 $38.9 million,, $27.9 $35.8 million and $22.4$31.0 million for the years ending December 31, 2018, 2019, 2020,2022, 2023, 2024, 2025 and 2026, respectively.

The changes in the carrying amount of goodwill for the years ended December 31, 2021 and 2022, respectively.2020 were as follows (in thousands):


 20212020
Beginning balance$1,674,371 $1,600,265 
Acquisition of Guardicore Ltd.479,110 — 
Acquisition of Inverse, Inc.10,741 — 
Acquisition of Asavie Technologies Limited— 70,200 
Measurement period adjustments related to acquisitions completed in prior years(267)(1,056)
Foreign currency translation(7,701)4,962 
Ending balance$2,156,254 $1,674,371 

8. Business Acquisitions


Acquisition-related costs were $5.5$13.3 million, $1.7$5.6 million and $1.8$1.9 million during the years ended December 31, 2017, 20162021, 2020 and 2015,2019, respectively, and are included in general and administrative expense in the consolidated statements of income. Pro forma results of operations for the acquisitions completed in the years ended December 31, 2017, 20162021, 2020 and 20152019 have not been presented because the effects of the acquisitions, individually and in the aggregate, are not material to the Company's consolidated financial results. Revenue and earnings attributable to acquired operations since the dates of their acquisitions are included in the Company's consolidated statements of income and not presented separately because they are not material.


2017 AcquisitionsLinode


Nominum

On November 27, 2017,In February 2022, the Company acquired Nominum, Inc.announced its intention to acquire Linode Limited Liability Company ("Nominum"Linode"), afor approximately $900.0 million, net of cash acquired and subject to post-closing adjustments. Linode is an infrastructure-as-a-service platform provider of domain name system ("DNS") and enterprise security solutions,that allows for $180.3 million in cash. The allocation of the purchase price has not been finalized as of the filing of these financial statements.developer-friendly cloud computing capabilities. The acquisition is intended to add complementary capabilitiesenhance the Company’s edge computing services by creating a unique cloud platform to build, run and secure applications from the cloud to the Company's portfolio of security offerings while expanding the Company’s distributionedge. The acquisition is expected to carriers that serve enterprise customers.close in March 2022.




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2021 Acquisitions


Guardicore

In October 2021, the Company acquired Guardicore Ltd. ("Guardicore"), for $610.4 million in cash. Guardicore's micro-segmentation solution is designed to limit user access to only those applications that are authorized to communicate with each other, thereby limiting the spread of malware and protecting the flow of enterprise data across the network. The acquisition is intended to enhance the Company's security portfolio with the addition of Guardicore's micro-segmentation technology. As of December 31, 2021, the purchase price allocation was substantially complete except for the finalization of certain income tax matters and net working capital.

The following table presents the preliminary allocation of the purchase price for NominumGuardicore (in thousands):


Total purchase consideration$610,439 
Allocation of the purchase consideration:
Cash$27,252 
Accounts receivable10,179 
Prepaid expenses and other current assets1,334 
Property and equipment1,221 
Operating lease right-of-use assets4,609 
Identifiable intangible assets123,600 
Goodwill479,110 
Deferred income tax assets7,124 
Other assets890 
Total assets acquired655,319 
Accounts payable(1,523)
Accrued liabilities(7,218)
Deferred revenue(34,548)
Operating lease liabilities(1,591)
Total liabilities assumed(44,880)
Net assets acquired$610,439 

The value of the goodwill can be attributed to a number of business factors, including a trained technical and sales workforce and cost synergies expected to be realized. The Company expects that most of the goodwill related to the acquisition of Guardicore will be deductible for tax purposes.

The following were the identified intangible assets acquired and their respective weighted average useful lives (in thousands, except years):

Gross Carrying AmountWeighted Average Useful Life (in years)
Completed technologies$79,000 15.0
Customer-related intangible assets44,200 14.0
Trademarks400 1.9
Total$123,600 

The Company applied the relief-from-royalty method to estimate the fair values of the completed technologies and trademarks, and the excess earnings method to estimate the fair values of the customer-related acquired intangible assets. The Company applied significant judgment in estimating the fair values of the acquired intangible assets, which involved significant estimates and assumptions with respect to forecasted revenue growth rates and discount rates. The total weighted average amortization period for the intangible assets acquired from Guardicore is 14.6 years. The intangible assets are being amortized based upon the pattern in which the economic benefits of the intangible assets are being utilized.




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Total purchase consideration $180,327
   
Allocation of the purchase consideration:  
Cash $8,455
Accounts receivable 9,845
Prepaids and other current assets 1,481
Identifiable intangible assets 32,800
Goodwill 133,754
Fixed assets 2,169
Deferred tax assets 11,398
Other assets 19
Total assets acquired 199,921
Accounts payable (1,460)
Accrued liabilities (3,306)
Deferred revenue (14,828)
Total liabilities assumed (19,594)
Net assets acquired $180,327
Inverse


In February 2021, the Company acquired Inverse, Inc. ("Inverse"), for $17.1 million. Inverse provides a data repository and algorithms capable of identifying device types accessing the internet. The acquisition enhances the Company's enterprise security capabilities. The Company allocated $10.7 million of the cost of the acquisition to goodwill and $7.6 million to a technology-related identifiable intangible asset with an average useful life of 14.0 years. The acquired goodwill and intangible assets are partially offset by acquired negative working capital balances. The value of the goodwill is primarily attributable to synergies related to the integration of Inverse technology onto the Company's platform as well as a trained technical workforce. The total amount of goodwill related to the acquisition of Inverse expected to be deductible for tax purposes is $10.7 million. The Company finalized its allocation of purchase price in the fourth quarter of 2021, which did not result in a material change to the preliminary allocation.

2020 Acquisitions

Asavie

In October 2020, the Company acquired all outstanding stock of Asavie Technologies Limited ("Asavie"), a privately-funded company headquartered in Dublin, Ireland, for $155.0 million in cash. Asavie operates a global platform for managing the security, performance and access policies for mobile and internet-connected devices; its solutions will become part of Akamai’s security and personalization services product line. The Company finalized its allocation of the purchase price in the fourth quarter of 2021.

The following table presents the allocation of the purchase price for Asavie (in thousands):

Total purchase consideration$154,952 
Allocation of the purchase consideration:
Cash$26,847 
Accounts receivable14,002 
Prepaid expenses and other current assets995 
Property and equipment2,274 
Operating lease right-of-use assets6,104 
Identifiable intangible assets58,070 
Goodwill70,228 
Other assets395 
Total assets acquired178,915 
Accounts payable(951)
Accrued liabilities(5,926)
Deferred revenue(3,136)
Operating lease liabilities(6,104)
Deferred income tax liabilities(6,965)
Other liabilities(881)
Total liabilities assumed(23,963)
Net assets acquired$154,952 

The value of the goodwill can be attributed to a number of business factors, including a trained technical and sales workforce and cost synergies expected to be realized. None of goodwill related to the acquisition of Asavie is expected to be deductible for tax purposes.




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The following were the identified intangible assets acquired and their respective weighted average useful lives (in thousands, except years):

Gross Carrying AmountWeighted Average Useful Life (in years)
Completed technologies$17,300 10.1
Customer-related intangible assets40,400 11.1
Trademarks100 0.9
Non-compete agreements270 2.9
Total$58,070 

The total weighted average amortization period for the intangible assets acquired from Asavie is 10.8 years. The intangible assets are being amortized based upon the pattern in which the economic benefits of the intangible assets are being utilized.

Instart Logic

In February 2020, the Company acquired certain assets from Instart Logic, Inc., a provider of cloud solutions for improving web and mobile application performance, for $36.4 million in cash. The purchase price was primarily allocated to a customer-related intangible asset that will be amortized over 17.0 years in a pattern that matches expense with expected economic benefits.

2019 Acquisitions

ChameleonX

In November 2019, the Company acquired ChameleonX, Ltd. ("ChameleonX"), an Israel-based company with a solution designed to detect when a website contains or links to malware that causes end user data to be compromised, for $11.9 million in cash. The acquisition is expected to further strengthen the Company's security solutions portfolio. The Company allocated $7.1 million of the cost of the acquisition to goodwill and $6.1 million to a technology-related identifiable intangible asset with an average useful life of 7.1 years. The value of the goodwill is primarily attributable to synergies related to the integration of ChameleonX technology onto the Company's platform as well as a trained technical workforce. The total amount of goodwill related to the acquisition of ChameleonX expected to be deductible for tax purposes is $7.3 million. The Company finalized its allocation of purchase price in the fourth quarter of 2020, which did not result in a material change to the preliminary allocation.

Exceda

On November 1, 2019, in a series of stock and asset purchase transactions, the Company acquired the operations of a group of companies known as Exceda, a vendor of content delivery network and web security services and, collectively, the Company's largest channel partner in Latin America, for $32.7 million in cash. The acquisition is expected to enable the Company to expand its Latin America business more quickly, better support existing and new partners and improve experiences for more customers. The Company allocated $14.7 million of the cost of the acquisition to goodwill and $16.5 million to identifiable intangible assets, primarily customer-related. The total weighted average useful life of the intangible assets acquired from Exceda is 8.1 years. The value of the goodwill is primarily attributable to synergies related to the scale of the combined teams as well as Exceda's trained technical workforce. The total amount of goodwill related to the acquisition of Exceda expected to be deductible for tax purposes is $14.7 million.

The Company acquired various obligations as part of the acquisition for which it is indemnified. The total obligations recorded, with corresponding indemnification asset, totaled $20.0 million. The Company finalized its allocation of purchase price in the fourth quarter of 2020, which did not result in a material change to the preliminary allocation.




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Janrain

In January 2019, the Company acquired Janrain, Inc. ("Janrain"), a provider of customer identity and access management solutions, for $123.6 million in cash. The Company incorporated the Janrain technology into its Intelligent Edge Platform. The Company finalized its allocation of purchase price in the fourth quarter of 2019.

The following table presents the final allocation of the purchase price for Janrain (in thousands):

Total purchase consideration$123,632 
Allocation of the purchase consideration:
Cash$2,223 
Accounts receivable7,318 
Prepaid expenses and other current assets838 
Identifiable intangible assets26,930 
Goodwill92,188 
Deferred tax asset12,622 
Other assets87 
Total assets acquired142,206 
Accounts payable(1,642)
Accrued liabilities(2,596)
Deferred revenue(14,336)
Total liabilities assumed(18,574)
Net assets acquired$123,632 

The value of the goodwill can be attributed to a number of business factors, including a trained technical and sales workforce and cost synergies expected to be realized. The total amount of goodwill related to the acquisition of NominumJanrain expected to be deductible for tax purposes is $44.2$45.7 million.


The following were the identified intangible assets acquired and their respective weighted average useful lives (in thousands, except years):


Gross Carrying AmountWeighted Average Useful Life (in years)
Completed technologies$9,000 7.9
Customer-related intangible assets17,700 13.9
Trademarks200 1.9
Non-compete agreements30 1.9
Total$26,930 
 Gross Carrying Amount Weighted Average Useful Life
Completed technologies$7,200
 2.2
Customer-related intangible assets24,300
 6.5
Trademarks1,100
 3.7
Non-compete agreements200
 1.5
Total$32,800
  


The total weighted average amortization period for the intangible assets acquired from NominumJanrain is 5.411.8 years. The intangible assets are being amortized based upon the pattern in which the economic benefits of the intangible assets are being utilized.





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Soasta

On April 6, 2017, the Company acquired Soasta, Inc. ("Soasta"), a leader in digital performance management, for $199.3 million in cash. The allocation of the purchase price has not been finalized as of the filing of these financial statements. The acquisition is expected to allow the Company to offer solutions designed to provide greater visibility into the business impact of customers' website and application optimization strategies.

The following table presents the preliminary allocation of the purchase price for Soasta (in thousands):

Total purchase consideration $199,280
   
Allocation of the purchase consideration:  
Cash $1,935
Accounts receivable 4,108
Prepaids and other current assets 1,143
Identifiable intangible assets 49,900
Goodwill 125,584
Deferred tax assets 31,206
Total assets acquired 213,876
Accounts payable (1,119)
Accrued liabilities (3,915)
Deferred revenue (9,562)
Total liabilities assumed (14,596)
Net assets acquired $199,280

The value of the goodwill can be attributed to a number of business factors, including a trained technical and sales workforce and cost synergies expected to be realized. The total amount of goodwill related to the acquisition of Soasta expected to be deductible for tax purposes is $35.6 million.

The following were the identified intangible assets acquired and their respective weighted average useful lives (in thousands, except years):

 Gross Carrying Amount Weighted Average Useful Life
Completed technologies$18,800
 4.1
Customer-related intangible assets28,200
 4.6
Trademarks2,400
 4.9
Non-compete agreements500
 1.9
Total$49,900
  

The total weighted average amortization period for the intangible assets acquired from Soasta is 4.4 years. The intangible assets are being amortized based upon the pattern in which the economic benefits of the intangible assets are being utilized.


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2016 Acquisitions

Concord Systems

On September 23, 2016, the Company acquired Concord Systems, Inc. ("Concord"), a provider of technology for processing data at scale, for $3.0 million in cash. The acquisition was intended to provide the Company with technology to complement existing platform data processing capabilities. The Company allocated $1.1 million of the cost of the acquisition to goodwill and $2.8 million to an identifiable intangible asset with a useful life of 7.0 years. The value of the goodwill is primarily attributable to synergies related to the integration of Concord technology onto the Company's platform as well as a trained technical workforce. An insignificant portion of the goodwill related to the acquisition of Concord is expected to be deducted for tax purposes.

Soha

On October 3, 2016, the Company acquired Soha, a provider of technology designed to facilitate secure access to enterprise applications, for $55.0 million in initial consideration and up to an additional $5.0 million for the achievement of post-closing milestones. The acquisition was intended to complement the Company's strategy of securing, protecting and accelerating enterprise applications and services in the cloud. The Company allocated $44.1 million of the cost of the acquisition to goodwill and $10.7 million to identifiable intangible assets. The total weighted average useful life of the intangible assets acquired from Soha is 4.7 years. The value of the goodwill is primarily attributable to synergies related to the integration of Soha technology onto the Company's platform as well as a trained technical workforce. The total amount of goodwill related to the acquisition of Soha expected to be deducted for tax purposes is $12.0 million.

Cyberfend

On December 15, 2016, the Company acquired Cyberfend, an innovator in bot and automation detection solutions for web and mobile environments, for $37.5 million in initial consideration and up to an additional $10.5 million upon the achievement of post-closing milestones. The acquisition was intended to further strengthen the Company's existing bot management and mitigation services. The Company allocated $38.5 million of the cost of the acquisition to goodwill and $6.5 million to acquired intangible assets. The total weighted average useful life of the intangible assets acquired from Cyberfend is 3.6 years. The value of the goodwill from the acquisition can be attributed to a number of business factors including a trained technical workforce and cost synergies expected to be realized. The total amount of goodwill related to the acquisition of Cyberfend expected to be deducted for tax purposes is $11.0 million.

2015 Acquisitions

Xerocole

On February 27, 2015, the Company acquired Xerocole, Inc. ("Xerocole"), a provider of recursive DNS functionality, for $16.6 million in cash. The Company acquired Xerocole with a goal of expanding its existing authoritative DNS products. The Company allocated $12.9 million of the cost of the acquisition to goodwill and $4.9 million to acquired intangible assets. The total weighted average useful life of the intangible assets acquired from Xerocole is 8.8 years. The value of the goodwill from the acquisition can be attributed to a number of business factors including a trained technical workforce and cost synergies expected to be realized. The total amount of goodwill expected to be deducted for tax purposes is $2.7 million.



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Octoshape

On April 6, 2015, the Company acquired all of the outstanding capital stock of Codemate A/S and its wholly-owned subsidiary Octoshape ApS (together, "Octoshape") in exchange for $107.0 million in cash. Octoshape was a cloud service provider focused on delivering broadcast, enterprise and carrier solutions. The goal of acquiring Octoshape was to make available for the Company's customers additional delivery and optimization technologies for video streams of over-the-top (often referred to as OTT) content and to enable the Company to more fully support Internet Protocol television solutions. The following table presents the final allocation of the purchase price for Octoshape (in thousands):

Total purchase consideration $107,047
   
Allocation of the purchase consideration:  
Cash $664
Accounts receivable 1,976
Other current assets 393
Identifiable intangible assets 41,950
Goodwill 69,445
Deferred tax assets 5,230
Total assets acquired 119,658
Other current liabilities (1,983)
Current deferred revenue (770)
Deferred tax liabilities (9,858)
Total liabilities assumed (12,611)
Net assets acquired $107,047

The value of the goodwill can be attributed to a number of business factors, including a trained technical and sales workforce and cost synergies expected to be realized. The total amount of goodwill related to the acquisition of Octoshape expected to be deducted for tax purposes is $69.4 million.

The following were the identified intangible assets acquired and their respective weighted average useful lives (in thousands, except years):

 Gross Carrying Amount Weighted Average Useful Life
Completed technologies$25,310
 9.8
Customer-related intangible assets16,560
 11.8
Non-compete agreements80
 2.0
Total$41,950
  

The total weighted average amortization period for the intangible assets acquired from Octoshape is 10.6 years. The intangible assets are being amortized based upon the pattern in which the economic benefits of the intangible assets are being utilized.

Bloxx

On October 30, 2015, the Company acquired Bloxx Limited ("Bloxx"), a provider of Secure Web Gateway technology, for $18.7 million in cash. The acquisition was intended to provide the Company with technology to complement its cloud security strategy for protecting businesses against Internet vulnerabilities. The Company allocated $17.7 million of the cost of the acquisition to goodwill and $3.9 million to the acquired intangible assets. The total weighted average useful life of the intangible assets acquired from Bloxx is 7.2 years. The value of the goodwill from the acquisition can be attributed to a number of business factors including a trained technical workforce and cost synergies expected to be realized. The total amount of goodwill related to the acquisition of Bloxx expected to be deducted for tax purposes is $17.7 million.



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9. Accrued Expenses and Other Liabilities


Accrued expenses consisted of the following as of December 31, 20172021 and 20162020 (in thousands):
 
December 31, 2021December 31, 2020
Payroll and other related benefits$222,535 $218,588 
Income tax payable72,946 50,812 
Bandwidth and co-location72,904 67,170 
Property, use and other taxes33,883 35,390 
Professional service fees2,929 2,245 
Other accrued expenses6,393 6,263 
Total$411,590 $380,468 
 December 31, 2017 December 31, 2016
Payroll and other related benefits$150,784
 $110,822
Bandwidth and co-location72,782
 61,084
Property, use and other taxes47,584
 52,858
Professional service fees4,225
 4,277
Other accrued expenses8,368
 9,736
Total$283,743
 $238,777


Other liabilities consisted of the following as of December 31, 2017 and 2016 (in thousands):

 December 31, 2017 December 31, 2016
Deferred rent$31,510
 $29,668
Uncertain tax positions86,814
 73,231
Other long-term liabilities24,631
 15,792
Total$142,955
 $118,691

10. Restructuring


The Company plans to launch its FlexBase program in May 2022, which is a flexible workspace arrangement that allows employees to choose to work from their home office or a Company office. This is a significant change to the way employees worked prior to this program, and prior to office shutdowns as part of the COVID-19 pandemic. Planning for the program commenced in 2021, and in the fourth quarter of 2021, the Company identified certain facilities that were no longer needed. As a result, an impairment of right-of-use assets and leasehold improvements was recognized. The Company incurred expenses of $3.8 million for the year ended December 31, 2021 related to this program. Management is still evaluating the Company's future work environment and additional charges related to such type of action may occur in 2022.

During the fourth quarter of 2017,2020, management committed to an action to restructure certain parts of the Company with the intent of shifting focus to better position itself to become more critical areas of the businessagile in delivering its solutions. As a result, certain headcount reductions were necessary and away from products that have not seen expected commercial success. The restructuring is also intended to facilitate cost efficiencies and savings. Certaincertain capitalized internal-use software charges have beenwere realized for software not yet placed into service that will not be completed and implemented due to this action. In addition, as partaction. The Company incurred expenses of cost efficiency and savings, certain headcount and facility reductions were made. The total restructuring charge expected as part of$31.5 million related to this action, is up to $65.0 million, of which $49.3$7.9 million was recognizedwere incurred during the year ended December 31, 2017.2021 and $23.6 million were incurred during the year ended December 31, 2020. The Company does not expect to incur material additional charges related to this action.


During the firstfourth quarter of 2016,2019, management made changescommitted to an action to restructure certain parts of the Company's organizational structureCompany to reorganizefocus on investments with the Company's product and development groups and global sales, services and marketing teams into divisions centered on the Company's customers and solutions. The restructuringpotential to accelerate revenue growth. As a result, certain headcount reductions were necessary, certain capitalized internal-use software charges relate to severance expenseswere realized for impacted employees and charges for internal-use software not yet placed into service that will not be completed and launchedimplemented due to changing priorities as partthis action and an impairment of the reorganization.a right-of-use asset was recognized related to exiting a facility no longer needed. The restructuring charges recognized forCompany incurred expenses of $20.6 million related to this action, of which $13.2 million were incurred during the year ended December 31, 2016,2020 and $10.2 million were $9.7 million. Noincurred during the year ended December 31, 2019. The Company also incurred a benefit of $2.8 million during the year ended December 31, 2021 to reflect the release by the landlord of the remaining lease obligation for the exited facility. The Company does not expect to incur any additional charges are expected.related to this action.


The Company also recognizes restructuring charges for redundant employees, facilities and contracts associated with completed acquisitions. Restructuring charges related to acquisitions were not material in any of the years ended December 31, 2021, 2020 and 2019.





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The following table summarizes the activity of the Company's accrual for employee severance and related benefits for all restructuring accrualactions during the years ended December 31, 2017, 20162021, 2020 and 20152019 (in thousands):


Employee Severance and Related Benefits
Balance January 1, 2019$10,508 
Costs incurred12,455 
Cash disbursements(17,294)
Translation adjustments and other38 
Balance December 31, 20195,707 
Costs incurred26,332 
Cash disbursements(10,118)
Translation adjustments and other130 
Balance December 31, 202022,051 
Costs incurred6,600 
Cash disbursements(27,095)
Translation adjustments and other(368)
Balance December 31, 2021$1,188 
 Employee Severance and Related Benefits Software Charges Excess Facilities, Contract Terminations and Other Total
Balance January 1, 2015$
 $
 $281
 $281
Costs incurred767
 
 
 767
Cash disbursements(605) 
 (56) (661)
Balance December 31, 2015162
 
 225
 387
Costs incurred5,714
 4,587
 
 10,301
Cash disbursements(4,432) 
 (56) (4,488)
Software charges
 (4,587) 
 (4,587)
Balance December 31, 20161,444
 
 169
 1,613
Costs incurred17,311
 31,965
 5,608
 54,884
Cash disbursements(5,898) 
 (3,212) (9,110)
Software and other non-cash charges
 (31,965) (1,179) (33,144)
Balance December 31, 2017$12,857
 $
 $1,386
 $14,243


11. Debt

Convertible Senior Notes Due 2027


In February 2014,August 2019, the Company issued $690.0$1,150.0 million in par value of convertible senior notes due 20192027 (the "Notes""2027 Notes"). The 2027 Notes are senior unsecured obligations of the Company, do not bear regular interest of 0.375%, payable semi-annually in arrears on March 1 and September 1 of each year, and mature on February 15, 2019,September 1, 2027, unless repurchased or converted in accordance with their terms prior to maturity.


At their option, holders may convert their 2027 Notes prior to the close of business on the business day immediately preceding August 15, 2018May 1, 2027, only under the following circumstances:


during any calendar quarter commencing after the calendar quarter ended June 30, 2014December 31, 2019 (and only during such calendar quarter), if the last reported sale price of the Company's common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; or


during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of 2027 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company's common stock and the conversion rate on each such trading day; or

upon the occurrence of specified corporate events.


On or after August 15, 2018,May 1, 2027, holders may convert all or any portion of their 2027 Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date, regardlessdate.

In December 2021, the Company made an irrevocable election to settle the principal amount of the foregoing circumstances.2027 Notes only in cash. Accordingly, upon conversion, the Company will pay the principal amount in cash and will pay, or deliver, as the case may be, any amount in excess of the principal amount in cash, shares of common stock or a combination of cash and shares of the Company stock, at the Company's election. Prior to this election, upon conversion, the Company, could have elected to deliver to holders cash, shares of the Company's common stock or a combination of cash and shares of the Company's common stock for the principal amount.


Upon



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The initial conversion rate is 8.6073 shares of the Company's common stock per $1,000 principal amount, which is equivalent to an initial conversion price of approximately $116.18 per share, subject to adjustments in certain events, and represents a potential conversion into 9.9 million shares.

In accounting for the issuance of the 2027 Notes, the Company separated the 2027 Notes into liability and equity components. The carrying cost of the liability component was calculated by measuring the fair value of a similar debt obligation that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the par value of the 2027 Notes. The difference between the principal amount of the 2027 Notes and the proceeds allocated to the liability component (“debt discount”) is amortized to interest expense using the effective interest method over the term of the 2027 Notes. The equity component is recorded in additional paid-in capital in the consolidated balance sheet and will not be remeasured as long as it continues to meet the conditions for equity classification.

In accounting for the transaction costs related to the issuance of the 2027 Notes, the Company allocated the total transaction costs incurred to the liability and equity components based on their relative values. Transaction costs attributable to the liability component are being amortized to interest expense over the term of the 2027 Notes, and transaction costs attributable to the equity component are netted against the equity component of the 2027 Notes in stockholders’ equity.

The 2027 Notes consisted of the following components as of December 31, 2021 and 2020 (in thousands):

December 31, 2021December 31, 2020
Liability component:
Principal$1,150,000 $1,150,000 
Less: debt discount and issuance costs, net of amortization(169,030)(196,359)
Net carrying amount$980,970 $953,641 
Equity component:$220,529 $220,529 

The estimated fair value of the 2027 Notes at December 31, 2021 and 2020 was $1,359.3 million and $1,277.8 million, respectively. The fair value was determined based on the quoted price of the 2027 Notes in an inactive market on the last trading day of the reporting period and has been classified as Level 2 within the fair value hierarchy. Based on the closing price of the Company's common stock of $117.04 on December 31, 2021, the value of the 2027 Notes if converted to common stock was more than the principal amount of $1,150.0 million.

The Company used $100.0 million of the proceeds from the offering to repurchase shares of its common stock, concurrent with the issuance of the 2027 Notes. The repurchase was made in accordance with a share repurchase program previously approved by the board of directors. Additionally, $127.1 million of the proceeds was used for the net cost of the convertible note hedge and warrant transactions. The remaining net proceeds are intended to be used for share repurchases, working capital and general corporate purposes, including potential acquisitions and other strategic transactions.




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Note Hedge

To minimize the impact of potential dilution upon conversion of the 2027 Notes, the Company entered into convertible note hedge transactions with respect to its common stock in August 2019. The Company paid $312.2 million for the note hedge transactions. The note hedge transactions cover approximately 9.9 million shares of the Company’s common stock at a strike price that corresponds to the initial conversion price of the 2027 Notes, also subject to adjustment, and are exercisable upon conversion of the 2027 Notes. The Company determined that the note hedge meets the definition of a derivative and is classified in stockholders’ equity, as the note hedge is indexed to the Company's common stock, and the Company, at its election, may pay or deliver to holders cash, shares of the Company's common stock or a combination of cash and shares of the Company's common stock. The initial conversion rate is 11.1651 sharesCompany recorded the purchase of the Company's common stock per $1,000 principal amount, which is equivalenthedge as a decrease to an initial conversion price of approximately $89.56 per share, subject to adjustmentsadditional paid-in capital. The Company does not recognize subsequent changes in certain events, and represents a potential conversion into 7.7 million shares.

In accounting for the issuance of the Notes, the Company separated the Notes into liability and equity components.
The carrying cost of the liability component was calculated by measuring the fair value of a similar debt obligation that does
not have an associated convertible feature. The carrying amount of the equity component representing the conversion option
was determined by deducting the fair value of the liability component from the par value of the Notes. The difference between
the principal amount of the Notes and the proceeds allocated to the liability component (“debt discount”) is amortized to
interest expense using the effective interest method over the term of the Notes. The equity component is recorded in additional
paid-in capital in the consolidated balance sheet and will not be re-measured as long as it continues to meet the conditions for
equity classification.


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In accounting for the transaction costs related to the issuance of the Notes, the Company allocated the total transaction
costs incurred to the liability and equity components based on their relative values. Transaction costs attributable to the liability
component are being amortized to interest expense over the term of the Notes, and transaction costs attributable to the equity
component are netted against the equity component of the Notes in stockholders’ equity.

The Notes consist of the following components as of December 31, 2017 and 2016 (in thousands):
 December 31, 2017 December 31, 2016
Liability component:   
Principal$690,000
 $690,000
Less: debt discount and issuance costs, net of amortization(27,087) (49,913)
Net carrying amount$662,913
 $640,087
    
Equity component:$101,276
 $101,276

The estimated fair value of the Notes at December 31, 2017 was $697.0 million. The fair value was determined based
on the quoted price of the Notes in an inactive market on the last trading day of the reporting period and has been classified as
Level 2 within the fair value hierarchy. Based on the closing price of the Company's common stock of $65.04 on December 31, 2017, the value of the Notes if converted to common stock was less than the principal amount of $690.0 million.

The Company used $62.0 million of the proceeds from the offering to repurchase shares of its common stock, concurrent with the issuance of the Notes. The repurchase was made in accordance with a share repurchase program previously approved by the Board of Directors (Note 13). Additionally, $23.3 million of the proceeds was used for the net cost of convertible note hedge and warrant transactions. The remaining net proceeds are for working capital, share repurchases and other general corporate purposes, as well as for potential acquisitions and strategic transactions.in its consolidated financial statements.

Note Hedge

To minimize the impact of potential dilution upon conversion of the Notes, the Company entered into convertible note hedge transactions with respect to its common stock in February 2014. The Company paid $101.3 million for the note hedge transactions. The note hedge transactions cover approximately 7.7 million shares of the Company’s common stock at a strike price that corresponds to the initial conversion price of the Notes, also subject to adjustment, and are exercisable upon conversion of the Notes. The note hedge transactions are intended to reduce dilution in the event of conversion of the Notes.


Warrants


Separately, in February 2014,August 2019, the Company entered into warrant transactions, whereby the Company sold warrants to acquire, subject to anti-dilution adjustments, up to 7.79.9 million shares of the Company’s common stock at a strike price of approximately $104.49$178.74 per share. The Company received aggregate proceeds of $78.0$185.2 million from the sale of the warrants. The convertible note hedge and warrant transactions will generally have the effect of increasing the conversion price of the 2027 Notes to approximately $104.49$178.74 per share. The Company determined that the warrants meet the definition of a derivative and are classified in stockholders’ equity, as the warrants are indexed to the Company's common stock, and the Company, at its election, may pay or deliver to holders cash, shares of the Company's common stock or a combination of cash and shares of the Company's common stock. The Company recorded the proceeds from issuance of the warrants as an increase to additional paid-in capital. The Company does not recognize subsequent changes in fair value of the warrants in its consolidated financial statements.


Convertible Notes Due 2025

In May 2018, the Company issued $1,150.0 million in par value of convertible senior notes due 2025 (the "2025 Notes"). The 2025 Notes are senior unsecured obligations of the Company, bear regular interest of 0.125%, payable semi-annually on May 1 and November 1 of each year, and mature on May 1, 2025, unless repurchased or converted prior to maturity.

At their option, holders may convert their 2025 Notes prior to the close of business on the business day immediately preceding January 1, 2025, only under the following circumstances:

during any calendar quarter commencing after the calendar quarter ended June 30, 2018 (and only during such calendar quarter), if the last reported sale price of the Company's common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;

during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of 2025 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company's common stock and the conversion rate on each such trading day; or

upon the occurrence of specified corporate events.

On or after January 1, 2025, holders may convert all or any portion of their 2025 Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date, regardless of the foregoing circumstances.

In December 2021, the Company made an irrevocable election to settle the principal amount of the 2025 Notes only in cash. Accordingly, upon conversion, the Company will pay the principal amount in cash and will pay, or deliver, as the case may be, any amount in excess of the principal amount in cash, shares of common stock or a combination of cash and shares of the Company stock, at the Company's election. Prior to this election, upon conversion, the Company, could have elected to deliver to holders cash, shares of the Company's common stock or a combination of cash and shares of the Company's common stock for the principal amount.




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The initial conversion rate is 10.5150 shares of the Company's common stock per $1,000 principal amount, which is equivalent to an initial conversion price of approximately $95.10 per share, subject to adjustments in certain events, and represents a potential conversion into 12.1 million shares.

In accounting for the issuance of the 2025 Notes, the Company separated the 2025 Notes into liability and equity components. The carrying cost of the liability component was calculated by measuring the fair value of a similar debt obligation that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the par value of the 2025 Notes. The difference between the principal amount of the 2025 Notes and the proceeds allocated to the liability component (“debt discount”) is amortized to interest expense using the effective interest method over the term of the 2025 Notes. The equity component is recorded in additional paid-in capital in the consolidated balance sheet and will not be remeasured as long as it continues to meet the conditions for equity classification.

In accounting for the transaction costs related to the issuance of the 2025 Notes, the Company allocated the total transaction costs incurred to the liability and equity components based on their relative values. Transaction costs attributable to the liability component are being amortized to interest expense over the term of the 2025 Notes, and transaction costs attributable to the equity component are netted against the equity component of the 2025 Notes in stockholders’ equity.

The 2025 Notes consisted of the following components as of December 31, 2021 and 2020 (in thousands):

December 31, 2021December 31, 2020
Liability component:
Principal$1,150,000 $1,150,000 
Less: debt discount and issuance costs, net of amortization(154,803)(196,934)
Net carrying amount$995,197 $953,066 
Equity component:$285,225 $285,225 

The estimated fair value of the 2025 Notes at December 31, 2021 and 2020 was $1,510.4 million and $1,422.8 million, respectively. The fair value was determined based on the quoted price of the 2025 Notes in an inactive market on the last trading day of the reporting period and has been classified as Level 2 within the fair value hierarchy. Based on the closing price of the Company's common stock of $117.04 on December 31, 2021, the value of the 2025 Notes if converted to common stock was more than the principal amount of $1,150.0 million.

The Company used $46.2 million of the proceeds from the offering to repurchase shares of its common stock, concurrent with the issuance of the 2025 Notes. The repurchase was made in accordance with a share repurchase program previously approved by the board of directors. Additionally, $141.8 million of the proceeds was used for the net cost of convertible note hedge and warrant transactions. The Company also used a portion of the net proceeds to repay at maturity the $690.0 million in par value of convertible senior notes due in 2019. The remaining net proceeds are intended to be used for share repurchases, working capital and general corporate purposes, including potential acquisitions and other strategic transactions.

Note Hedge

To minimize the impact of potential dilution upon conversion of the 2025 Notes, the Company entered into convertible note hedge transactions with respect to its common stock in May 2018. The Company paid $261.7 million for the note hedge transactions. The note hedge transactions cover approximately 12.1 million shares of the Company’s common stock at a strike price that corresponds to the initial conversion price of the 2025 Notes, also subject to adjustment, and are exercisable upon conversion of the 2025 Notes. The Company determined that the note hedge meets the definition of a derivative and is classified in stockholders’ equity, as the note hedge is indexed to the Company's common stock, and the Company, at its election, may pay or deliver to holders cash, shares of the Company's common stock or a combination of cash and shares of the Company's common stock. The Company recorded the purchase of the hedge as a decrease to additional paid-in capital. The Company does not recognize subsequent changes in fair value of the note hedge in its consolidated financial statements.




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Warrants

Separately, in May 2018, the Company entered into warrant transactions, whereby the Company sold warrants to acquire, subject to anti-dilution adjustments, up to 12.1 million shares of the Company’s common stock at a strike price of approximately $149.18 per share. The Company received aggregate proceeds of $119.9 million from the sale of the warrants. The convertible note hedge and warrant transactions will generally have the effect of increasing the conversion price of the 2025 Notes to approximately $149.18 per share. The Company determined that the warrants meet the definition of a derivative and are classified in stockholders’ equity, as the warrants are indexed to the Company's common stock, and the Company, at its election, may pay or deliver to holders cash, shares of the Company's common stock or a combination of cash and shares of the Company's common stock. The Company recorded the proceeds from issuance of the warrants as an increase to additional paid-in capital. The Company does not recognize subsequent changes in fair value of the warrants in its consolidated financial statements.

Convertible Notes Due 2019

In February 2014, the Company issued $690.0 million in par value of convertible senior notes due 2019 (the "2019 Notes"). The 2019 Notes were senior unsecured obligations of the Company and did not bear regular interest. The 2019 Notes matured and were repaid in full on February 15, 2019 as no repurchases or conversions occurred prior to maturity.

Revolving Credit Facility

In May 2018, the Company entered into a $500.0 million five-year, revolving credit agreement (the “Credit Agreement”). Borrowings under the Credit Agreement may be used to finance working capital needs and for general corporate purposes. The Credit Agreement provides for an initial $500.0 million in revolving loans. Under specified circumstances, the facility can be increased to up to $1.0 billion in aggregate principal amount. The Credit Agreement expires in May 2023.

Borrowings under the Credit Agreement bear interest, at the Company's option, at a base rate plus a spread of 0.00% to 0.25% or an adjusted LIBOR rate plus a spread of 0.875% to 1.25%, in each case with such spread being determined based on the Company's consolidated leverage ratio specified in the Credit Agreement. Regardless of what amounts, if any, are outstanding under the Credit Agreement, the Company is also obligated to pay an ongoing commitment fee on undrawn amounts at a rate of 0.075% to 0.15%, with such rate being based on the Company's consolidated leverage ratio specified in the Credit Agreement.

The Credit Agreement contains customary representations and warranties, affirmative and negative covenants and events of default. Principal covenants include a maximum consolidated leverage ratio and a minimum consolidated interest coverage ratio. There were no outstanding borrowings under the Credit Agreement as of December 31, 2021. 

Interest Expense


The 2027 Notes dobear interest at a fixed rate of 0.375%. The interest is payable semi-annually on March 1 and September 1 of each year. The 2027 Notes have an effective interest rate of 3.1% attributable to the conversion feature. The 2025 Notes bear interest at a fixed rate of 0.125%. The interest is payable semi-annually on May 1 and November 1 of each year. The 2025 Notes have an effective interest rate of 4.26% attributable to the conversion feature. The 2019 Notes did not bear regular interest, but havehad an effective interest rate of 3.2% attributable to the conversion feature. The Company is also obligated to pay ongoing commitment fees under the terms of the Credit Agreement. The following table sets forth total interest expense included in the consolidated statements of income related to the Notes for the years ended December 31, 20172021, 2020 and 20162019 (in thousands):


202120202019
Amortization of debt discount and issuance costs$69,697 $67,153 $52,059 
Coupon interest payable on 2025 Notes1,437 1,437 1,436 
Coupon interest payable on 2027 Notes4,313 4,312 1,557 
Revolving credit facility contractual interest expense557 548 513 
Capitalization of interest expense(3,672)(4,330)(6,201)
Total interest expense$72,332 $69,120 $49,364 




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 2017 2016
Amortization of debt discount and issuance costs$22,826
 $22,040
Capitalization of interest expense(3,987) (3,402)
Total interest expense$18,839
 $18,638



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12. Commitments and ContingenciesLeases

Operating Lease Commitments


The Company leaseshas entered into various operating lease agreements for its facilities under non-cancelable operating leases. These operating leases expire at various dates through December 2034offices and generally require the payment of real estate taxes, insurance, maintenanceco-location assets and operating costs.

The minimum aggregate future obligations under non-cancelable leases as of December 31, 2017 were as follows (in thousands):
2018$50,187
201949,418
202061,031
202158,680
202256,211
Thereafter481,471
Total$756,998

Rent expense for the years ended December 31, 2017, 2016 and 2015 was $58.8 million, $50.3 million and $47.9 million, respectively.related equipment. The Company has also entered into sublease agreements with tenants of various propertiesoffices previously vacated by the Company. These operating leases have lease periods expiring between 2022 and 2034. The amounts paid tofollowing table is a summary of the Company by these sublease tenants was $3.6 million, $1.3 million and $3.6 millionCompany’s operating lease costs for the years ended December 31, 2017, 20162021, 2020 and 2015, respectively.2019 (in thousands):


Real Estate ArrangementsCo-location ArrangementsTotal
2021
Operating lease cost$84,100 $136,673 $220,773 
Short-term lease cost58 17,660 17,718 
Variable lease cost22,016 31,428 53,444 
Sublease income(21,033)— (21,033)
Total operating lease costs$85,141 $185,761 $270,902 
2020
Operating lease cost$83,574 $113,554 $197,128 
Short-term lease cost229 15,620 15,849 
Variable lease cost21,235 34,259 55,494 
Sublease income(22,064)— (22,064)
Total operating lease costs$82,974 $163,433 $246,407 
2019
Operating lease cost$63,893 $96,020 $159,913 
Short-term lease cost111 14,301 14,412 
Variable lease cost15,610 23,524 39,134 
Sublease income(5,119)— (5,119)
Total operating lease costs$74,495 $133,845 $208,340 

Lease costs for real estate arrangements are included in general and administrative expenses in the consolidated statements of income. Lease costs for co-location arrangements are primarily included in cost of revenue.

The following table presents the weighted average remaining lease term and discount rate information related to the Company's operating leases as of December 31, 2021 and 2020:

December 31, 2021December 31, 2020
Real Estate ArrangementsCo-location ArrangementsReal Estate ArrangementsCo-location Arrangements
Weighted average remaining lease term (in years)11.13.911.84.3
Weighted average discount rate3.6 %1.3 %3.4 %1.8 %




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Maturities of operating lease liabilities as of December 31, 2021 were as follows (in thousands):

Real Estate ArrangementsCo-location Arrangements
2022$80,070 $97,494 
202379,583 53,838 
202473,506 35,532 
202569,486 23,130 
202665,314 14,834 
Thereafter416,280 20,640 
Total lease payments784,239 245,468 
Less: imputed interest139,550 7,387 
Total lease liabilities$644,689 $238,081 

As of December 31, 2017,2021, the Company had additional operating leases, primarily for co-location arrangements, that had not yet commenced of $67.2 million, which will commence in 2022, with lease terms of one year to seven years. The table above excludes approximately $196.4 million of future sublease income that is expected to be recognized through 2034.

As of December 31, 2021, the Company had outstanding letters of credit in the amount of $6.4$5.7 million,, primarily related to operating leases. The letters of credit remain in effect until the Company fulfills its obligations under these leases or as such obligations expire under the terms of the letters of credit.


Purchase
13. Commitments and Contingencies


As of December 31, 2017,2021, the Company had long-term commitments for bandwidth usage and co-location with various networks and ISPs and for asset purchases for network equipment.ISPs. Additionally, as of December 31, 2017,2021, the Company had entered into purchase orders with various vendors. The minimum future commitments as of December 31, 20172021 were as follows (in thousands):


Bandwidth CommitmentsPurchase Order Commitments
2022$102,144 $226,926 
202321,979 58,972 
20242,100 29,190 
2025— 230 
2026— 61 
Total$126,223 $315,379 
 Bandwidth and Co-location Commitments Purchase Order Commitments
2018$108,988
 $93,385
201927,304
 6,175
2020817
 3,205
2021
 1,385
2022
 1,190
Thereafter
 
Total$137,109
 $105,340



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Legal Matters


The Company is party to various litigation matters that management considers routine and incidental to its business. Management does not expect the results of any of these routine actions to have a material effect on the Company’s business, results of operations, financial condition or cash flows.


In July 2016, as part of the resolution of a patent infringement lawsuit filed by the Company against Limelight Networks, Inc. (“Limelight”) in 2006, the Company entered into an agreement that requires Limelight to pay the Company $54.0 million in 12 equal installments over three years, beginning in August 2016. During the yearsyear ended December 31, 2017 and 2016,2019, the Company received $18.0 million and $9.0 million respectively, under this agreement,agreement. Substantially all of which $16.4 million and $8.6 million wasthe amounts received were recorded as a gain contingency in the year the cash was received, which reduced general and administrative expenses in the consolidated statements of income, respectively, and $1.6 million and $0.4 million was recordedwith the remaining as interest income, respectively.income.


In November 2015, Limelight filed a complaint in the U.S. District Court for the Eastern District



79

Table of Virginia against the Company and XO Communications LLC (“XO”), alleging patent infringement by the two companies. The complaint seeks to recover from the Company and XO monetary damages based upon lost revenue due to infringing technology used by the companies. The Company has agreed to indemnify XO for damages it incurs in this matter. The Company has made counterclaims in the action against Limelight alleging that Limelight has infringed multiple of the Company’s content delivery patents, and the Company is seeking monetary damages based upon lost revenue due to the infringing technology used by Limelight. A trial date on Limelight's patents has been set for April 2018. No provision with respect to this matter has been made in the Company’s consolidated financial statements. An estimate of the possible loss or range of loss cannot be made.Contents

Indemnification


The Company enters into standard indemnification agreements in the ordinary course of business. Pursuant to these agreements, the Company agrees to indemnify, hold harmless and reimburse the indemnified party for losses suffered or incurred by the indemnified party, generally the Company's business partners, vendors or customers, in connection with its provision of its services. Generally, these obligations are limited to claims relating to infringement of a patent, copyright or other intellectual property right or the Company’s negligence, willful misconduct or violation of law. Subject to applicable statutes of limitation, the term of each of these indemnification agreements is generally perpetual from the time of execution of the agreement. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company carries insurance that covers certain third-party claims relating to its services and activities and that could limit the Company’s exposure in that respect.


The Company has agreed to indemnify each of its officers and directors, or employees who serve as officers or directors of our subsidiaries at management's request, during his or her lifetime for certain events or occurrences that happen by reason of the fact that the officer or director is or was or has agreed to serve as an officer or director of the Company. The Company has director and officer insurance policies that may limit its exposure and may enable the Company to recover a portion of certain future amounts paid.


To date, the Company has not encountered material costs as a result of such indemnification obligations and has not accrued any related liabilities in its financial statements. In assessing whether to establish an accrual, the Company considers such factors as the degree of probability of an unfavorable outcome and the ability to make a reasonable estimate of the amount of loss.


13.14. Stockholders’ Equity


Stock Repurchase Program


In October 2013,November 2018, the Boardboard of Directorsdirectors authorized a $750.0 million$1.1 billion repurchase program through December 2021. In October 2021, the board of directors authorized a new $1.8 billion share repurchase program, effective from October
2013January 1, 2022 through December 2016. In February 2016, the Board of Directors authorized a $1.0 billion share
repurchase program that superseded the October 2013 repurchase program and is effective from February 2016
through December 2018.31, 2024. The Company's goalgoals for the share repurchase program isprograms are to offset the dilution created by its employee equity compensation programs over time and provide the flexibility to return capital to shareholders as business and market conditions warrant.warrant, while still preserving its ability to pursue other strategic opportunities.


During the years ended December 31, 2017, 20162021, 2020 and 2015,2019, the Company repurchased 6.94.7 million, 7.02.0 million and 4.54.0 million shares, respectively, of its common stock for $361.2$522.3 million, $373.8$193.6 million and $302.6$334.5 million, respectively, pursuant to the current repurchase program as well as prior ones approved by the Board of Directors.programs described above. As of December 31, 2017,2021, the Company had $333.3$49.6 million available for future purchases of shares which expired under the current repurchase program.program effective through December 31, 2021.


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The Boardboard of Directorsdirectors authorized the retirement of all the outstanding shares of its treasury stock as of each of December 31, 2017, 20162021, 2020 and 2015.2019. The retired shares were returned to the number of authorized but unissued shares of the Company's common stock, and the retirement was recorded to additional paid-in capital.



14.

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15. Accumulated Other Comprehensive Loss


The following table summarizes the changes in accumulated other comprehensive loss, which is reported as a component of stockholders' equity, for the yearyears ended December 31, 20172021 and 2020 (in thousands):


Foreign Currency TranslationNet Unrealized Gains (Losses) on InvestmentsTotal
Balance as of January 1, 2020$(52,924)$7,780 $(45,144)
Other comprehensive income19,6295,31424,943 
Balance as of December 31, 2020(33,295)13,094(20,201)
Other comprehensive loss(38,514)(10,390)(48,904)
Balance as of December 31, 2021$(71,809)$2,704 $(69,105)
 Foreign Currency Translation Net Unrealized Gains (Losses) on Investments Total
Balance as of January 1, 2017$(59,017) $2,795
 $(56,222)
Other comprehensive income (loss)34,698
 (406) 34,292
Balance as of December 31, 2017$(24,319) $2,389
 $(21,930)


The tax effect on accumulated unrealized gains on investments was insignificant as of December 31, 2017 and 2016. Amounts reclassified from accumulated other comprehensive loss to net income were insignificant for the yearyears ended December 31, 2017.2021 and 2020.


15.16. Revenue from Contracts with Customers

The Company sells its services through a sales force located both domestically and abroad. Revenue derived from operations outside of the U.S. is determined based on the country in which the sale originated. Other than the U.S., no single country accounted for 10% or more of the Company’s total revenue for any reported period. The following table summarizes revenue by geography included in the Company’s consolidated statements of income for the years ended December 31, 2021, 2020 and 2019 (in thousands):

202120202019
U.S.$1,837,508 $1,777,435 $1,694,211 
International1,623,715 1,420,714 1,199,406 
Total revenue$3,461,223 $3,198,149 $2,893,617 

Leveraging its Intelligent Edge Platform and a global sales organization, the Company offers solutions that are developed and maintained through two groups: the Security Technology Group and the Edge Technology Group. The Security Technology Group includes solutions that are designed to protect business online by keeping infrastructure, websites, applications and users safe, while the Edge Technology Group includes solutions that are designed to enable business online, including media delivery, web performance and edge computing solutions. The following table summarizes revenue by product group included in the Company’s consolidated statements of income for the years ended December 31, 2021, 2020 and 2019 (in thousands):

202120202019
Security Technology Group$1,334,836 $1,061,622 $848,733 
Edge Technology Group2,126,387 2,136,527 2,044,884 
Total revenue$3,461,223 $3,198,149 $2,893,617 

Most security and content delivery services represent obligations that are satisfied over time as the customer simultaneously receives and consumes the services provided by the Company. Accordingly, the majority of the Company's revenue is recognized over time, generally ratably over the term of the arrangement due to consistent monthly traffic commitments that expire each period. A small percentage of the Company's contracts are satisfied at a point in time, such as one-time professional services contracts, integration services and most license sales where the primary obligation is delivery of the license at the start of the term. In these cases, revenue is recognized at a point in time of delivery or satisfaction of the performance obligation.

During the years ended December 31, 2021, 2020 and 2019, the Company recognized $78.8 million, $69.9 million and $64.1 million of revenue that was included in deferred revenue as of December 31, 2020, 2019 and 2018 respectively.




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As of December 31, 2021, the aggregate amount of remaining performance obligations from contracts with customers was $3.1 billion. The Company expects to recognize approximately 70% of its remaining performance obligations as revenue over the next 12 months, with the remaining recognized thereafter. Remaining performance obligations represent the amount of the transaction price under contracts with customers that are attributable to performance obligations that are unsatisfied or partially satisfied at the reporting date. This consists of future committed revenue for monthly, quarterly or annual periods within current contracts with customers, as well as deferred revenue arising from consideration invoiced in prior periods for which the related performance obligations have not been satisfied. It excludes estimates of variable consideration such as usage-based contracts with no committed contract as well as anticipated renewed contracts. Revenue recognized during the years ended December 31, 2021, 2020 and 2019, related to performance obligations satisfied in previous periods was not material.

17. Employee Benefit Plan


The Company has established a savings plan for its employees that is designed to be qualified under Section 401(k) of the Internal Revenue Code. Eligible employees are permitted to contribute to this plan through payroll deductions within statutory and plan limits. The Company contributed approximately $15.6$17.7 million,, $13.7 $17.5 million and $13.1$16.6 million of cash to the savings plan for the years ended December 31, 2017, 20162021, 2020 and 2015,2019, respectively, under a matching program.


16.18. Stock-Based Compensation


Equity Plans


In May 2013, the Company's stockholders approved the Akamai Technologies, Inc. 2013 Stock Incentive Plan (as amended in 2015, 2017 and 2017,2019, the "2013 Plan"). The 2013 Plan replaced the Akamai Technologies, Inc. 2009 Stock Incentive Plan (the "2009 Plan"), which in turn replaced the Akamai Technologies, Inc. 2006 Stock Incentive Plan, the Akamai Technologies, Inc. 2001 Stock Incentive Plan and the Akamai Technologies, Inc. 1998 Stock Incentive Plan (together with the 2009 Plan, the "Previous Plans"). The Company no longer issues equity awards under the Previous Plans, and they solely exist to satisfy outstanding equity awards previously granted under those plans. The 2013 Plan allows for the issuance of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards and cash-based awards for up to 18.521.5 million shares of common stock to employees, officers, directors, consultants and advisers of the Company. Additionally, the Company may grant up to 3.8 million shares of common stock thereunder that were available for grant under the 2009 Plan immediately prior to stockholder approval of the 2013 Plan. Any shares of common stock that are currently outstanding under the Previous Plans that are terminated, canceled, surrendered or forfeited will become available to grant under the 2013 Plan. As of December 31, 2017,2021, the Company had reserved approximately 11.17.0 million shares of common stock available for future issuance of equity awards under the 2013 Plan.


The Company has assumed certain stock option plans and the outstanding stock options of companies that it has acquired (“Assumed Plans”). Stock options outstanding as of the date of acquisition under the Assumed Plans were exchanged for the Company’s stock options and adjusted to reflect the appropriate conversion ratio as specified by the applicable acquisition agreement, but are otherwise administered in accordance with the terms of the Assumed Plans. Stock options under the Assumed Plans generally vest over four years and expire ten years from the date of grant.


The 1999 Employee Stock Purchase Plan ("1999 ESPP") permits eligible employees to purchase up to 1.5 million shares each June 1 and December 1, provided that the aggregate number of shares issued shall not exceed 20.0 million. The 1999 ESPP allows participants to purchase shares of common stock at a 15% discount from the fair market value of the stock as determined on specific dates at six-monthsix-month intervals. During the years ended December 31, 2017, 20162021, 2020 and 2015,2019, the Company issued 1.10.6 million, 0.90.7 million and 0.70.9 million shares under the 1999 ESPP, respectively, with a weighted average purchase price per share of $40.18, $46.23$92.05, $80.71 and $52.05,$61.04, respectively. Total cash proceeds from the purchase of shares under the 1999


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ESPP in the years ended December 31, 2017, 20162021, 2020 and 20152019 were $42.3$59.7 million, $39.9$58.4 million and $34.8$53.7 million, respectively. As of December 31, 2017,2021, approximately $6.1$5.8 million had been withheld from employees for future purchases under the 1999 ESPP.





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Stock-Based Compensation Expense


The following table summarizes the components of total stock-based compensation expense included in the Company’s consolidated statements of income for the years ended December 31, 2017, 20162021, 2020 and 20152019 (in thousands):
 
202120202019
Cost of revenue$27,143 $24,829 $22,479 
Research and development65,950 48,855 49,685 
Sales and marketing46,342 65,257 62,150 
General and administrative63,324 58,470 52,826 
Total stock-based compensation202,759 197,411 187,140 
Provision for income taxes(56,084)(62,153)(51,177)
Total stock-based compensation, net of taxes$146,675 $135,258 $135,963 
 2017 2016 2015
Cost of revenue$20,314
 $18,287
 $14,145
Research and development38,864
 29,739
 23,927
Sales and marketing60,246
 55,407
 53,542
General and administrative44,884
 41,073
 35,063
Total stock-based compensation164,308
 144,506
 126,677
Provision for income taxes(56,237) (49,014) (49,033)
Total stock-based compensation, net of taxes$108,071
 $95,492
 $77,644


In addition to the amounts of stock-based compensation reported in the table above, the Company’s consolidated statements of income for the years ended December 31, 2017, 20162021, 2020 and 20152019 also include stock-based compensation reflected as a component of amortization primarily consisting of capitalized internal-use software; the additional stock-based compensation was $17.5$32.4 million, $13.8$29.6 million and $12.7$30.6 million, respectively, before taxes.


The Company uses the Black-Scholes option pricing model to determine the fair value of the Company’s stock option awards. This model requires the input of subjective assumptions, including expected stock price volatility and the estimated term of each award. The estimated fair value of the Company's stock-based awards, less expected forfeitures, is amortized over the awards’ vesting period on a straight-line basis. Expected volatilities are based on the Company’s historical stock price volatility and implied volatility from traded options in its stock. The Company uses historical data to estimate the expected term of options granted within the valuation model. The risk-free interest rate for periods commensurate with the expected term of the option is based on the U.S. Treasury yield rate in effect at the time of grant. The expected dividend yield is zero, as the Company currently does not pay a dividend and does not anticipate doing so in the future.


The grant-date fair values of awards granted under the 1999 ESPP during the years ended December 31, 2017, 20162021, 2020 and 20152019 were estimated using the Black-Scholes option pricing model with the following weighted-average assumptions:
 
202120202019
Expected term (in years)0.50.50.5
Risk-free interest rate0.1 %0.7 %2.3 %
Expected volatility32.2 %30.4 %29.6 %
Dividend yield— %— %— %
 2017 2016 2015
Expected term (in years)0.5
 0.5
 0.5
Risk-free interest rate1.0% 0.5% 0.2%
Expected volatility35.8% 36.2% 28.0%
Dividend yield% % %


For the years ended December 31, 2017, 20162021, 2020 and 2015,2019, the weighted average fair value of awards granted under the 1999 ESPP was $13.60$36.17 per share, $14.54$32.30 per share and $15.63$20.90 per share, respectively.


As of December 31, 2017,2021, total pre-tax unrecognized compensation cost for stock options, restricted stock units, deferred stock units and shares of common stock issued under the 1999 ESPP was $267.8 million.$315.5 million. The expense is expected to be recognized through 20212025 over a weighted average period of 1.91.8 years. years.





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Stock Options


The following table summarizes stock option activity during the year ended December 31, 2017:2021:
 
Shares
(in thousands)
Weighted Average Exercise PriceWeighted Average Remaining Contractual Term
(in years)
Aggregate Intrinsic Value
(in thousands)
Outstanding at January 1, 2021$11.60 
Exercised(5)3.94 
Outstanding at December 31, 2021$41.08 1.55$100 
Exercisable at December 31, 2021$41.08 1.55$100 
Vested or expected to vest December 31, 2021$41.08 1.55$100 

Shares
(in thousands)

Weighted Average Exercise Price 
Weighted Average Remaining Contractual Term
(in years)
 
Aggregate Intrinsic Value
(in thousands)
Outstanding at January 1, 2017874
 $35.51
    
Exercised(522) 34.68
    
Forfeited(13) 47.26
    
Outstanding at December 31, 2017339
 $36.36
 1.66 $9,734
Exercisable at December 31, 2017338
 $36.31
 1.66 $9,708
Vested or expected to vest December 31, 2017339
 $36.35
 1.66 $9,731


The total pre-tax intrinsic value of options exercised during the years ended December 31, 2017, 20162021, 2020 and 20152019 was $12.3$0.6 million,, $18.3 $1.0 million and $53.6$3.9 million,, respectively. The total fair value of options vested for the years ended December 31, 2017, 20162021, 2020 and 20152019 was $1.2 million, $6.5 million and $10.3 million, respectively.insignificant.


The aggregate intrinsic value in the preceding table represents the total pre-tax intrinsic value, based on the Company’s closing stock price of $65.04$117.04 on December 31, 2017,2021, that would have been received by the option holders had all option holders exercised their “in-the-money” options as of that date. The total number of shares issuable upon the exercise of “in-the-money” options exercisable as of December 31, 20172021 was 0.3 million.1,315.


Deferred Stock Units


The Company has granted deferred stock units ("DSUs") to non-employee members of its Boardboard of Directors.directors. Each DSU represents the right to receive one1 share of the Company’s common stock upon vesting. The holder may elect to defer receipt of the vested shares of stock represented by the DSU for a period of at least one year but not more than ten years from the grant date. DSUs vest 100% on the first anniversary of the grant date. If a director has completed one year of Board service, vesting of 100% of the DSUs held by such director will accelerate at the time of his or her departure from the Board.


The following table summarizes the DSU activity for the year ended December 31, 2017:2021:


Units
(in thousands)
Weighted Average Grant Date Fair Value
Outstanding at January 1, 2021114 $65.09 
Granted21 114.56 
Vested and distributed(37)72.39 
Outstanding at December 31, 202198 $72.96 
 
Units
(in thousands)
 Weighted Average Grant Date Fair Value
Outstanding at January 1, 2017164
 $44.90
Granted44
 47.50
Vested and distributed(31) 54.97
Outstanding at December 31, 2017177
 $43.77


The total pre-tax intrinsic value of DSUs that were vested and distributed during the years ended December 31, 2017, 20162021, 2020 and 20152019 was $1.5$4.1 million,, $1.4 $0.9 million and $10.7$7.7 million,, respectively. The total fair value of DSUs that were vested and distributed during the years ended December 31, 2017, 20162021, 2020 and 20152019 was $1.7$2.7 million,, $1.6 $0.7 million and $4.9$4.9 million,, respectively. The grant-date fair value is calculated based upon the Company’s closing stock price on the date of grant. For the years ended December 31, 2021, 2020 and 2019, the weighted average fair value of DSU awards granted was $114.56 per share, $100.58 per share and $76.62 per share, respectively. As of December 31, 2017, 44,0002021, 20,990 DSUs were unvested, with an aggregate intrinsic value of approximately $2.9$2.5 million and a weighted average remaining contractual life of approximately 0.4 years.years. These units are expected to vest in May 2018.2022.





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Restricted Stock Units


The following table summarizes the different types of restricted stock units ("RSUs") granted by the Company during the year ended December 31, 20172021 (in thousands):
 
December 31, 20172021
RSUs with service-based vesting conditions3,4112,818 
RSUs with market-based vesting conditions11685 
RSUs with performance-based vesting conditions82396 
Total3,6093,299 


RSUs represent the right to receive one1 share of the Company’s common stock upon vesting. RSUs are granted at the discretion of the Boardboard of Directors,directors, a committee thereof or, subject to defined limitations, the Chief Executive Officer of the Company, acting as a committee of one director, to whom such authority has been delegated. The Company has issued RSUs that vest based on the passage of time assuming continued service with the Company, RSUs that vest only upon the achievement of defined performance metrics tied primarily to revenue and income targets and other key financial performance indicators and RSUs that vest based upon total shareholder return ("TSR") measured against the benchmark TSR of a peer group.group, and RSUs that vest only upon the achievement of defined performance metrics tied primarily to revenue and earnings targets.


For RSUs with service-based vesting conditions, the fair value is calculated based upon the Company’s closing stock price on the date of grant, and the stock-based compensation expense is being recognized over the vesting period. Most RSUs with service-based vesting provisions vest in installments over a three- or four-year period following the grant date.


Beginning in the first quarter of 2016, the Company granted RSUs with market-based vesting conditions to certain of its executive officers. The Company uses the Monte Carlo simulation model to determine the fair value of the Company’sCompany's RSUs based on TSR. This model requires the input of assumptions, including the estimated term of each award, the risk-free interest rate, historical stock price volatility of the Company's shares and historical stock price volatility of peer-company shares. The grant-date fair values of the Company'sTSR-based RSUs with market-based vesting conditions granted during the yearyears ended December 31, 20172021, 2020 and 20162019 were estimated using a Monte Carlo simulation model with the following assumptions:


 202120202019
Expected term (in years)3.03.03.0
Risk-free interest rate0.3 %0.7 %2.5 %
Akamai historical share price volatility32.7 %28.2 %32.8 %
Average volatility of peer-company share price39.6 %28.9 %27.0 %
 2017 2016
Expected term (in years)3.0
 3.0
Risk-free interest rate1.4% 0.8%
Akamai historical share price volatility33.2% 34.3%
Average volatility of peer-company share price27.1% 27.6%


For the years ended December 31, 2017, 20162021, 2020 and 2015,2019, management measured compensation expense for performance-based RSUs based upon a review of the Company’s expected achievement against specified financial performance targets. Such compensation cost is being recorded using a graded-vesting method for each series of grants of performance-based RSUs, to the extent management has deemed that such awards are probable of vesting based upon the expected achievement against the specified targets. On a periodic basis, management reviews the Company’s expected performance and adjusts the compensation cost, if needed, at such time.


The following table summarizes the RSU activity for the year ended December 31, 2017:2021:
 
Units
(in thousands)
Weighted Average Grant Date Fair Value
Outstanding at January 1, 20214,556 $83.96 
Granted3,299 99.09 
Vested(2,851)81.74 
Forfeited(615)90.44 
Outstanding at December 31, 20214,389 $95.75 

Units
(in thousands)

Weighted Average Grant Date Fair Value
Outstanding at January 1, 20175,710

$59.51
Granted3,609

59.60
Vested(2,910)
59.59
Forfeited(566)
46.65
Outstanding at December 31, 20175,843

$59.94




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The total pre-tax intrinsic value of RSUs that vested during the years ended December 31, 2017, 20162021, 2020 and 20152019 was $168.6$226.4 million,, $128.5 $192.5 million and $153.6$189.4 million,, respectively. The total fair value of RSUs that vested during the years ended December 31, 2017, 20162021, 2020 and 20152019 was $173.6$233.0 million,, $140.4 $198.9 million and $105.3$195.5 million,, respectively. The grant-date fair value of each RSU is calculated based upon the Company’s closing stock price on the date of grant. For the years ended December 31, 2021, 2020 and 2019, the weighted average fair value of RSU awards granted was $99.09 per share, $92.42 per share and $72.30 per share, respectively. As of December 31, 2017, 5.82021, 4.4 million RSUs were outstanding and unvested, with an aggregate intrinsic value of $380.2$513.9 million and a weighted average remaining vesting period of approximately 1.91.7 years. years. These RSUs are expected to vest on various dates through October 2021.2025.


17.19. Income Taxes


The components of income before provision for income taxes were as follows for the years ended December 31, 2017, 20162021, 2020 and 20152019 (in thousands):
 
202120202019
U.S.$70,300 $45,074 $24,253 
Foreign657,921 571,008 508,228 
Income before provision for income taxes$728,221 $616,082 $532,481 
 2017 2016 2015
U.S.$94,518
 $273,176
 $233,247
Foreign221,604
 186,270
 223,377
Income before provision for income taxes$316,122
 $459,446
 $456,624


The provision for income taxes consisted of the following for the years ended December 31, 2017, 20162021, 2020 and 20152019 (in thousands):
 
202120202019
Current tax (benefit) provision:
Federal$11,824 $(1,765)$(22,704)
State8,515 5,346 3,835 
Foreign90,026 76,162 71,286 
Deferred tax (benefit) provision:
Federal(33,366)(19,845)(13,987)
State(14,611)(14,509)(12,212)
Foreign(4,358)(6,023)4,968 
Change in valuation allowance4,541 6,556 22,164 
Total$62,571 $45,922 $53,350 
 2017 2016 2015
Current tax provision (benefit):     
Federal$41,090
 $89,816
 $70,298
State6,336
 6,238
 (1,750)
Foreign51,244
 39,952
 62,572
Deferred tax provision (benefit):     
Federal(17,136) 4,265
 23,381
State21,689
 (86) (742)
Foreign(4,992) 3,916
 (18,536)
Change in valuation allowance(430) (787) (5)
Total$97,801
 $143,314
 $135,218

The current tax provision includes income taxes incurred on intercompany sales, primarily intellectual property. For financial statement purposes this amount is required to be deferred on the balance sheet with the offset recorded as a deferred tax benefit. The income tax that is deferred is amortized into earnings over the economic life of the intellectual property that was sold. The amount of the current year deferral included in the Company’s deferred tax provision was a benefit of $16.0 million, $9.1 million and $15.5 million in the years ended December 31, 2017, 2016 and 2015, respectively.



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The Company’s effective tax rate differed from the U.S. federal statutory tax rate as follows for the years ended December 31, 2017, 20162021, 2020 and 2015:2019:
 
202120202019
U.S. federal income tax rate21.0 %21.0 %21.0 %
State taxes0.7 1.0 1.0 
Stock-based compensation0.1 (0.6)0.3 
U.S. federal, state and foreign research and development credits(3.7)(4.4)(6.0)
Foreign earnings(7.3)(7.7)(6.1)
Nondeductible (nontaxable) foreign items— (0.4)0.7 
Release of uncertain tax position reserve(1.0)(0.9)(5.9)
Intercompany sale of intellectual property— 0.2 1.9 
Valuation allowance0.6 1.1 4.2 
Other(1.8)(1.8)(1.1)
8.6 %7.5 %10.0 %





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 2017 2016 2015
U.S. federal income tax rate35.0 % 35.0 % 35.0 %
State taxes1.6
 2.0
 1.7
Share-based compensation3.7
 2.7
 1.9
U.S. federal, state and foreign research and development credits(6.9) (3.3) (4.1)
Foreign earnings(7.8) (3.4) (4.6)
Domestic production activities deduction(0.7) (1.7) (1.2)
U.S Tax Cuts and Jobs Act, net8.2
 
 
Impact of acquisition-related uncertain tax position(2.9) 
 
Other0.7
 (0.1) 0.9
 30.9 % 31.2 % 29.6 %

In December 2017 the TCJA was enacted, making significant changes to the U.S. Internal Revenue Code. Changes include a corporate income tax rate decrease from 35% to 21%, the implementation of a modified territorial tax system, a one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings as of December 31, 2017 and the repeal of the domestic production activities deduction, among other items.

The Company has recognized a provisional net tax expense of $26.0 million for the impact of the TJCA which is comprised of a one-time transition tax expense of $43.4 million on the mandatory deemed repatriation of cumulative foreign earnings as of December 31, 2017, offset by a $17.4 million tax benefit related to the re-measurement of deferred tax assets and liabilities due to the lower corporate income tax rate. Any subsequent adjustments to the provisional amounts will be recorded to current tax expense or benefit in the quarter of 2018 in which the analysis is completed.


The components of the net deferred tax assets and liabilities and the related valuation allowance as of December 31, 20172021 and 20162020 were as follows (in thousands):
 
20212020
Accrued bonus$26,261 $25,480 
Deferred revenue6,683 11,146 
Operating lease liability133,298 141,212 
Stock-based compensation21,507 23,629 
NOLs53,088 25,255 
Tax credit carryforwards88,710 110,254 
Convertible senior notes interest18,552 20,953 
Depreciation and amortization85,438 — 
Other15,679 11,531 
Deferred tax assets449,216 369,460 
Depreciation and amortization— (6,974)
Acquired intangible assets(86,567)(59,128)
Operating lease right-of-use asset(124,833)(127,524)
Deferred commissions(13,468)(14,952)
Internal-use software development costs capitalized(59,837)(58,820)
Deferred tax liabilities(284,705)(267,398)
Valuation allowance(37,143)(32,602)
Net deferred tax assets$127,368 $69,460 
 2017 2016
Accrued bonus$19,950
 $18,390
Deferred revenue8,861
 10,055
Deferred rent8,000
 12,592
Stock-based compensation20,557
 32,030
Net operating losses26,698
 7,855
Unrealized losses1,239
 1,862
Tax credit carryforwards49,135
 23,629
License income6,611
 16,932
Other11,909
 7,048
Deferred tax assets152,960
 130,393
Depreciation and amortization(13,933) (10,470)
Acquired intangible assets(48,781) (44,788)
Internal-use software development costs capitalized(54,687) (77,375)
Deferred tax liabilities(117,401) (132,633)
Valuation allowance
 (430)
Net deferred tax assets (liabilities)$35,559
 $(2,670)


The Company re-measured the U.S.Valuation allowances will be recognized on deferred tax assets if it is more-likely-than-not that some or all of the deferred tax assets will not be utilized. In measuring deferred tax assets, the Company considers all available evidence, both positive and liabilities asnegative, to determine whether a valuation allowance is needed. As of December 31, 2017 included2021, the Company recorded a $37.1 million valuation allowance against deferred tax assets related to tax credits and state and foreign NOLs in which it is more-likely-than-not that such attributes will expire prior to utilization. The increase in the table above at the applicable tax rate of 21% in accordance with the TCJA.valuation allowance during 2021 was $4.5 million.



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The table below summarizes the Company's NOL and tax credit carryforwards in U.S. federal, state and foreign jurisdictions as of December 31, 20172021 and 20162020 (in thousands, except for years):


20212020Expirations at Various Dates Through:
NOL carryforwards:
Federal$44,000 $59,200 2037
State15,500 24,800 2041
Foreign180,100 40,800 2035
Federal and state research and development tax credit and other credit carryforwards113,500 132,800 2037
 2017 2016 Expirations at Various Dates Through:
NOL carryforwards:     
Federal$99,200
 $16,500
 2037
State89,500
 11,400
 2035
Foreign
 
 
Federal and state research and development tax credit and other credit carryforwards65,900
 41,500
 2032


The Company's U.S. federal and state NOL carryforwards relate to acquisitions completed in 20122021, 2019, 2017 and 2017.2012. Foreign NOL carryforwards relate to an acquisition completed in 2021 and losses due to the difference in local tax laws.





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As of December 31, 2017, foreign2021, accumulated earnings outside the U.S. totaled $1.2 billion, the majority of approximately $603.2 millionwhich have been taxed due to the one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings and the tax on global intangible low taxed income required by the TCJA.U.S. Tax Cuts and Jobs Act ("TCJA"). No provision for U.S. income and foreign withholding taxes has been provided for any remaining undistributed foreign earnings not subject to tax under the transition tax,TCJA, or any additional basis differences inherent in these entities, as these amounts continue to be indefinitely reinvested. Determination of the amount of the unrecognized deferred tax liability on outside basis differences is not practicable because of the complexity of laws and regulations, the varying tax treatment of alternative repatriation scenarios and the variation due to multiple potential assumptions relating to the timing of any future repatriation.


The following is a roll forward of the Company’s unrecognized tax benefits for the years ended December 31, 2017, 20162021, 2020 and 20152019 (in thousands):


202120202019
Balance at beginning of year$24,105 $27,359 $64,892 
Gross increases – tax positions of prior periods4,293 2,539 74 
Gross increases – current period tax positions3,607 1,946 2,006 
Gross decreases – tax positions of prior periods(816)(3,540)(5,201)
Gross decreases – lapse of applicable statute of limitations(8,626)(4,199)(28,672)
Gross decreases – settlements— — (5,740)
Balance at end of year$22,563 $24,105 $27,359 
 2017 2016 2015
Balance at beginning of year$69,117
 $65,290
 $33,320
Gross increases — tax positions of prior periods2,692
 6,391
 11,238
Gross increases — current period tax positions27,163
 6,252
 27,043
Gross decreases — tax positions of prior periods(277) (6,491) (5,739)
Gross decreases — lapse of applicable statute of limitations(12,850) (287) (257)
Gross decreases — settlements
 (2,038) (315)
Balance at end of year$85,845
 $69,117
 $65,290


As of December 31, 2017, 20162021, 2020 and 2015,2019, the Company had approximately $90.7$23.1 million, $77.1$29.5 million and $72.3$32.6 million of unrecognized tax benefits, respectively. The totalTotal interest and penalties for unrecognized tax benefits include $10.7includes $7.2 million, $13.7$7.7 million and $10.0$7.8 million of accrued interest and penalties as of December 31, 2017, 20162021, 2020 and 2015,2019, respectively. Interest and penalties related to unrecognized tax benefits are recorded in the provision for income taxes and were $2.3$0.5 million, $3.9$1.2 million and $2.2$1.1 million for the years ended December 31, 2017, 20162021, 2020 and 2015,2019, respectively. The amount of unrecognized tax benefits that, if recognized, would impact the effective income tax rate is approximately $76.0$23.1 million.


As of December 31, 2017,2021, it is reasonably possible that $3.3$4.8 million of unrecognized tax benefits may be recognized bywithin the end of 2018 as a result ofnext 12 months due to the expiration of local statutes of limitations. Certain U.S. state and foreign income tax returns from 2011 through 20162020 are currently under audit. The Company has reserved for those positions that are not more-likely-than-not to be sustained.

The Company is also involved in litigation related to certain adverse audit includingdeterminations. In the Commonwealthsecond quarter of Massachusetts.2018, the Company filed an appeal with the Massachusetts Appellate Tax Board contesting the adverse audit findings related to certain tax benefits and exemptions. The appeal hearing was held in late 2019. In July 2020, the Massachusetts Appellate Tax Board ruled in the Company's favor; however the Massachusetts Department of Revenue has appealed the decision in January 2022. The Company has determined that it is more-likely-than-not that it will prevail, and no reserve has been recorded related to these controversies. However, over the next 12 months, the Company's current assumptions and positions could change based on appeal decisions and other events impacting its analysis. Such events, if resolved unfavorably, could significantly impact the Company’s effective income tax rate and results of operations. The Company has estimated that an adverse ruling related to its Massachusetts controversy could result in a gross income tax charge of approximately $49.0 million, which could be partially offset by certain state tax credits of $32.0 million which are not currently benefited as a result of the Company's valuation allowance assessment.


18.20. Net Income per Share


Basic net income per share is computed using the weighted average number of common shares outstanding during the applicable period. Diluted net income per share is computed using the weighted average number of common shares outstanding during the period, plus the dilutive effect of potential common stock. Potential common stock consists of shares issuable pursuant to stock options, RSUs, DSUs, convertible senior notes and warrants issued by the Company. The dilutive effect of outstanding awards and convertible securities is reflected in diluted earnings per share by application of the treasury stock method.





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The following table sets forth the components used in the computation of basic and diluted net income per share for the years ended December 31, 2017, 20162021, 2020 and 20152019 (in thousands, except per share data):
 
202120202019
Numerator:
Net income$651,642 $557,054 $478,035 
Denominator:
Shares used for basic net income per share162,665 162,490 162,706 
Effect of dilutive securities:
Stock options21 31 68 
RSUs and DSUs1,518 1,819 1,799 
Convertible senior notes1,600 873 — 
Warrants related to issuance of convertible senior notes— — — 
Shares used for diluted net income per share165,804 165,213 164,573 
Basic net income per share$4.01 $3.43 $2.94 
Diluted net income per share$3.93 $3.37 $2.90 
 2017
2016
2015
Numerator:     
Net income$218,321
 $316,132
 $321,406
Denominator:     
Shares used for basic net income per share171,559
 174,917
 178,391
Effect of dilutive securities:
 
 
Stock options260
 384
 794
RSUs and DSUs892
 914
 1,230
Convertible senior notes
 
 
Warrants related to issuance of convertible senior notes
 
 
Shares used for diluted net income per share172,711
 176,215
 180,415
Basic net income per share$1.27
 $1.81
 $1.80
Diluted net income per share$1.26
 $1.79
 $1.78


For the years ended December 31, 2017, 20162021, 2020 and 2015,2019, certain potential outstanding shares from stock options, service-based RSUs, convertible notes and warrants were excluded from the computation of diluted net income per share because the effect of including these items was anti-dilutive. Additionally, certain performance-based RSUs were excluded from the computation of diluted net income per share because the underlying performance conditions for such RSUs had not been met as of these dates. The number of potentially outstanding shares excluded from the computation of diluted net income per share for the years ended December 31, 2017, 20162021, 2020 and 20152019 (in thousands):


202120202019
Service-based RSUs776 591 763 
Market-and performance-based RSUs1,199 1,409 1,349 
Convertible senior notes9,898 12,922 21,991 
Warrants related to issuance of convertible senior notes21,991 21,991 21,991 
Total shares excluded from computation33,864 36,913 46,094 

21. Akamai Foundation
 2017 2016 2015
Stock options9
 58
 22
Service-based RSUs3,258
 2,262
 660
Performance-based RSUs1,054
 690
 1,007
Convertible senior notes7,704
 7,704
 7,704
Warrants related to issuance of convertible senior notes7,704
 7,704
 7,704
Total shares excluded from computation19,729
 18,418
 17,097


The Akamai Foundation is a private non-profit organization founded by certain current and former employees of the Company in 2000 (the “Foundation”). The Company has the right to appoint the directors of the Foundation, but receives no economic benefit from the Foundation’s initiatives, therefore the Foundation is not consolidated. The Foundation's initiatives are to support youth education, with a focus on mathematics and science, as well as other charitable causes. In 2020, the Foundation expanded its initiatives to include supporting increased diversity in the technology industry. The Company contributed $20.0 million in that year in support of the Foundation's expanded initiatives. This expense is included in general and administrative expenses in the consolidated statements of income for the year ended December 31, 2020.

19.
22. Segment and Geographic Information


The Company’s chief operating decision-maker is the chief executive officer and the executive management team. As of December 31, 2017,2021, the Company operated in one industryis currently organized and operates as 1 reportable and operating segment: providing cloud services for delivering, optimizingsolutions to power and securing content and business applications over the Internet.protect digital experiences. The Company is not organized by market and is managed and operated as one business. A single management team that reports to the chief executive officer comprehensively manages the entire business. The Company does not operate any material separate lines of business or separate business entities with respect to its services. Accordingly, the Company does not accumulate discrete financial information with respect to separate divisionsentities and does not have separate operating or reportable segments.





89

The Company deploys its servers into networks worldwide. As of December 31, 2017, the Company had approximately $311.7 million and $249.8 million ofThe following table summarizes net property and equipment, excluding internal-use software and operating lease right-of-use assets, located in the U.S. and foreign locations, respectively. Asas of December 31, 2016, the Company had approximately $297.8 million2021 and $231.8 million of net property and equipment, excluding internal-use software, located in the U.S. and foreign locations, respectively.2020 (in thousands):


December 31, 2021December 31, 2020
Property and equipment, net, excluding internal-use software, located in the U.S.$568,040 $572,391 
Property and equipment, net, excluding internal-use software, located in foreign locations510,695 487,174 
Operating lease right-of-use assets located in the U.S.625,424 611,959 
Operating lease right-of-use assets located in foreign locations190,330 181,986 

The Company sells its services and licenses through a sales force located both domestically and abroad. Revenue derived from operations outside of the U.S. is determined based on the country in which the sale originated and was $855.0 million, $720.0 million and $593.0 million for the years ended December 31, 2017, 2016 and 2015, respectively.originated. Other than the U.S., no single country accounted for 10% or more of the Company’s total revenue for any reported period. The following table summarizes revenue derived from operations outside of the U.S. for the years ended December 31, 2021, 2020 and 2019 (in thousands):



202120202019
Revenue derived from operations outside of the U.S.$1,623,715 $1,420,714 $1,199,406 


82

90


20. Quarterly Financial Results (unaudited)

(in thousands, except per share data)First Quarter Second Quarter Third Quarter Fourth Quarter
Year ended December 31, 2017:       
Revenue$609,237
 $608,908
 $621,399
 $663,452
Cost of revenue (exclusive of amortization of acquired intangible assets)205,703
 214,650
 225,468
 229,937
Net income80,930
 57,772
 60,512
 19,107
Basic net income per share0.47
 0.33
 0.35
 0.11
Diluted net income per share0.46
 0.33
 0.35
 0.11
Year ended December 31, 2016:       
Revenue$567,725
 $572,135
 $584,065
 $616,124
Cost of revenue (exclusive of amortization of acquired intangible assets)194,736
 206,323
 204,467
 203,475
Net income74,858
 73,635
 76,000
 91,639
Basic net income per share0.42
 0.42
 0.44
 0.53
Diluted net income per share0.42
 0.42
 0.43
 0.52



83


Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure


None.


Item 9A. Controls and Procedures


Evaluation of Disclosure Controls and Procedures


Our management, with the participation of our Chief Executive Officer and Chief Financial Officer (our principal
executive officer and principal financial officer, respectively), evaluated the effectiveness of our disclosure controls and
procedures as of December 31, 2017.2021. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15
(e)15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, means controls and other procedures of a
company that are designed to ensure that information required to be disclosed by a company in the reports that it files or
submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or
submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal
executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosures. Management
recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance
of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of
possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of December 31, 2017,2021, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures
were effective at the reasonable assurance level.


Management’s Annual Report on Internal Control over Financial Reporting


Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the company's principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:


pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.


To assist management, we have established an internal audit function to verify and monitor our internal controls and procedures. Because of its inherent limitations, however, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


Our management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2017.2021. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework 2013.


Based on our assessment, management, with the participation of our Chief Executive Officer and Chief Financial Officer, concluded that, as of December 31, 2017,2021, our internal control over financial reporting was effective based on those criteria at the reasonable assurance level.


The effectiveness of the Company’s internal control over financial reporting as of December 31, 20172021 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report, which is included in Item 8 of this annual report on Form 10-K.





84

91


Changes in Internal Control over Financial Reporting


No change in our internal control over financial reporting occurred during the fourth quarter ended December 31, 20172021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


Item 9B. Other Information


None.


Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

PART III


Item 10. Directors, Executive Officers and Corporate Governance


The complete response to this Item regarding the backgrounds of our executive officers and directors and other information required by Items 401, 405 and 407 of Regulation S-K will be contained in our definitive proxy statement for our 20182022 Annual Meeting of Stockholders under the sections captioned “Executive Compensation Matters,” “Section“Delinquent Section 16(a) Beneficial Ownership Reporting Compliance”Reports” and “Corporate Governance Matters”Highlights” and is incorporated by reference herein.


Our executive officers and directors and their positions as of March 1, 2018,February 28, 2022, are as follows:


NamePosition
F. Thomson LeightonChief Executive Officer and Director (Principal Executive Officer)
James BensonEdward McGowanExecutive Vice President, Chief Financial Officer and Treasurer (Principal Financial andOfficer)
Laura HowellChief Accounting Officer (Principal Accounting Officer)
Aaron AholaSeniorExecutive Vice President, General Counsel and Corporate Secretary
Robert BlumofeExecutive Vice President and Chief Technology Officer
Adam KaronChief Operating Officer and General Manager of the Edge Technology Group
Kim Salem-JacksonExecutive Vice President and Chief Marketing Officer
Paul JosephExecutive Vice President, Global Sales and Services
Mani SundaramExecutive Vice President and General CounselManager of the Security Technology Group
Robert BlumofeAnthony WilliamsExecutive Vice President – Platform and GM Enterprise Division
James GemmellExecutive Vice President and Chief Human Resources Officer
Adam KaronSharon BowenExecutive Vice President and GM Media and Carrier DivisionsDirector
Rick McConnellMarianne BrownPresident and GM Web DivisionDirector
William WheatonMonte FordExecutive Vice President and Chief Strategy OfficerDirector
George H. ConradesJill GreenthalDirector
Pamela J. CraigDaniel HesseDirector
Monte E. FordTom KillaleaDirector
Jill A. GreenthalJonathan MillerDirector
Daniel R. HesseMadhu RanganathanDirector
Jonathan F. MillerBernardus VerwaayenDirector
Paul SaganWilliam WagnerDirector
Frederic V. SalernoDirector
Naomi O. SeligmanDirector
Bernardus VerwaayenDirector


We have adopted a written code of business ethics, as amended, that applies to our principal executive officer, principal financial officer and principal accounting officer or persons serving similar functions and all of our other employees and members of our Boardboard of Directors.directors. The text of our amended code of ethics is available on our website at www.akamai.com. If we amend, or grant a waiver under, our code of business ethics that applies to our principal executive officer, principal financial officer and principal accounting officer, or persons performing similar functions, we intend to post information about such amendment or waiver on our website at www.akamai.com.





92

Item 11. Executive Compensation


The information required by this Item is incorporated by reference herein to our definitive proxy statement for our 20182022 Annual Meeting of Stockholders under the sections captioned “Executive Compensation Matters,” “Corporate Governance Matters,Highlights,” “Compensation Committee Interlocks and Insider Participation” and “Director Compensation.”




85


Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters


The information required by this Item is incorporated by reference herein to our definitive proxy statement for our 20182022 Annual Meeting of Stockholders under the sections captioned “Executive Compensation Matters,” “Security Ownership of Certain Beneficial Owners and Management” and “Securities Authorized for Issuance Under Equity Compensation Plans.”


Item 13. Certain Relationships and Related Transactions, and Director Independence


The information required by this Item is incorporated by reference herein to our definitive proxy statement for our 20182022 Annual Meeting of Stockholders under the sections captioned “Certain Relationships and Related Party Transactions,Transactions; Code of Ethics; Interest in Annual Meeting Matters,” “Corporate Governance Matters”Highlights” and “Compensation Committee Interlocks and Insider Participation.”


Item 14. Principal Accounting Fees and Services


The information required by this Item is incorporated by reference herein to our definitive proxy statement for our 20182022 Annual Meeting of Stockholders under the section captioned “Ratification of Selection of Independent Auditors.”
 
PART IV


Item 15. Exhibits, Financial Statement Schedules

(a)Documents Filed as Part of this Annual Report on Form 10-K

1.Financial Statements (included in Item 8 of this Annual Report on Form 10-K):


(a)Documents Filed as Part of this Annual Report on Form 10-K

1.Financial Statements (included in Item 8 of this Annual Report on Form 10-K):

Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 20172021 and 2016
2020
Consolidated Statements of Income for the years ended December 31, 2017, 20162021, 2020 and 2015
2019
Consolidated Statements of Comprehensive Income for the years ended December 31, 2017, 20162021, 2020 and 2015
2019
Consolidated Statements of Cash Flows for the years ended December 31, 2017, 20162021, 2020 and 2015
2019
Consolidated Statements of Stockholders' Equity for the years ended December 31, 2017, 20162021, 2020 and 2015
2019
Notes to Consolidated Financial Statements


2.Financial Statement Schedules

2.Financial Statement Schedules

Financial statements schedules are omitted as they are either not required or the information is otherwise included in the consolidated financial statements.


(b)Exhibits

(b)Exhibits

EXHIBIT INDEX
 



93



86


10.7(J)10.3(I)@
10.8(K)@
10.9(L)10.4(J)@
10.10(M)10.5(K)
10.11(N)10.6(L)
10.12(O)
10.13(P)10.7(M)@
10.14(P)10.8(N)@
10.15(Q)10.9(N)@
10.10(N)
10.11(O)@
10.12@
10.13(M)@
10.14(P)@
10.15(Q)@
10.16(R)@
10.17(S)@
10.18(T)@
10.19(U)@
10.20(R)@
10.16(Q)10.21(V)
10.17(Q)
10.18(Q)10.22(V)
10.1910.23(W)
10.20(R)10.24(X)
10.21(S)@10.25(Y)
10.22(T)@10.26(D)
10.23(U)@
10.24(V)@
10.25(T)@
10.26(W)@
10.27(X)@
10.28(Y)@
10.29(Y)@
10.30(Y)@
10.31(Y)
10.32(Z)@
10.33(D)
10.34(D)10.27(D)
10.35(AA)@10.28(E)
21.110.29(E)



94



87


32.2
101.INSInline XBRL Instance Document – The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.*
101.SCHInline XBRL Taxonomy Extension Schema DocumentDocument*
101.CALInline XBRL Taxonomy Calculation Linkbase DocumentDocument*
101.DEFInline XBRL Taxonomy Extension Definition Linkbase DocumentDocument*
101.LABInline XBRL Taxonomy Label Linkbase DocumentDocument*
101.PREInline XBRL Taxonomy Presentation Linkbase DocumentDocument*
________________
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101.INS)
________________
(A)Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q (File No. 000-27275, 701319) filed with the Commission on August 14, 2000.
(B)Incorporated by reference to the Registrant's Current Report on Form 8-K (File No. 000-27275, 141172551)18884226) filed with the Commission on October 24, 2014.
June 6, 2018.
(C)(B)Incorporated by reference to the Registrant’s Registration Statement on Form S-1, as amended, filed with the Commission on October 13, 1999.
(D)Incorporated by reference to the Registrant's Current Report on Form 8-K (File No. 000-27275, 14629736) filed with the Commission on February 20, 2014.
(E)Incorporated by reference to the Registrant’s Annual Report on Form 10-K (File No. 000-27275, 4660513)20670264) filed with the Commission on March 3, 2014.
February 28, 2020.
(F)(C)Incorporated by reference to the Registrant’s QuarterlyRegistration Statement on Form S-1 (File No. 333-85679, 99727819), as amended, filed with the Commission on October 13, 1999.
(D)Incorporated by reference to the Registrant’s Current Report on Form 10-Q8-K (File No. 000-27275, 04961682)18852548) filed with the Commission on May 22, 2018.
(E)Incorporated by reference to the Registration's Current Report on Form 8-K (File No. 000-27275, 191033874) filed with the Commission on August 9, 2004.
16, 2019.
(F)Incorporated by reference to the Registrant’s Annual Report Current Report on Form 8-K (File No. 000-27275, 211497782) filed with the Commission on December 16, 2021.
(G)Incorporated by reference to the Registrant’s Annual Report on Form 10-K (File No. 000-27275, 06691330) filed with the Commission on March 16, 2006.
(H)
(H)Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q (File No. 000-27275, 08823347) filed with the Commission on May 12, 2008.
(I)
(I)Incorporated by reference to the Registrant’s Annual Report on Form 10-K (File No. 000-27275, 02560808) filed with the Commission on February 27, 2002.
(J)Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-27275, 06870771) filed with the Commission on May 26, 2006.
(K)Incorporated by reference to the Registrant's Current Report on Form 8-K (File No. 000-27275, 11865051) filed with the Commission on May 23, 2011.
(J)
(L)Incorporated by reference to the Registrant’sRegistrant's Current Report on Form 8-K (File No. 000-27275, 17861604)19835721) filed with the Commission on May 22, 2017.
June 7, 2021.
(M)(K)Incorporated by reference to the Registrant’s Registration Statement on Form S-8 (File No. 333-194278, 14660564) filed with the Commission on November 18, 2008.
March 3, 2014.
(N)(L)Incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed with the Commission on February 29, 2012.
(O)Incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed with the Commission on March 14, 2012.
(M)
(P)Incorporated by reference to the Registrant’s AnnualQuarterly Report on Form 10-K10-Q (File No. 000-27275, 08655930)19810440) filed with the Commission on May 9, 2019.
(N)Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q (File No. 000-27275, 131025074) filed with the Commission on August 9, 2013.
(O)Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-27275, 15585212) filed with the Commission on February 29, 2008.6, 2015.
(P)Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-27275, 21665537) filed with the Commission on February 23, 2021.



95

(Q)Incorporated by reference to the Registrant's Current Report on Form 10-K8-K (File No. 000-27275, 161988699)191132693) filed with the Commission on November 10, 2016.
October 2, 2019.
(R)Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-27275, 22680595) filed with the Commission on February 25, 2022.
(S)Incorporated by reference to the Registrant's Registration StatementAnnual Report on Form S-1form 10-K (File No. 000-27275, 17647667) filed with the Commission on September 27, 1999.
February 28, 2017.
(S)(T)Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q (File No. 000-27275, 15850176) filed with the Commission on May 11, 2015.
(U)Incorporated by reference to the Registrant's Annual Report on Form 10-K (File No. 000-27275, 13657899) filed with the Commission on March 1, 2013.
(V)Incorporated by reference to the Registrant's Current Report on Form 8-K (File No. 000-27275, 161988699) filed with the Commission on November 10, 2016.
(T)(W)Incorporated by reference to the Registrant's Annual Report on Form 10-K (File No. 000-27275, 18654889) filed with the Commission on March 1, 2018.
(X)Incorporated by reference to the Registrant's Registration Statement on Form S-1/A filed with the Commission on October 28, 1999.
(Y)Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-27275, 151238671) filed with the Commission on November 17, 2015.
(U)Incorporated by reference to the Registrant's Annual Report on Form 10-K (File No. 000-27275, 161466754) filed with the Commission on February 29, 2016.
(V)Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-27275, 12974652) filed with the Commission on July 23, 2012.
(W)Incorporated by reference to the Registrant's Annual Report on form 10-K (File No. 000-27275, 17647667) filed with the Commission on February 28, 2017.


88


(X)Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-27275, 09851919)18837347) filed with the Commission on May 26, 2009.15, 2018.
_______________
(Y)@Incorporated by referenceManagement contract or compensatory plan or arrangement filed as an exhibit to the Registrant's Quarterlythis Annual Report on Form 10-Q (File No. 000-27275, 131025074)10-K pursuant to Item 15(b) of this Annual Report.
Confidential Treatment has been granted as to certain portions of this Exhibit. Such portions have been omitted and filed separately with the Commission on August 9, 2013.Securities and Exchange Commission.
*Submitted electronically herewith.
(Z)(c)Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-27275, 15585212) filed with the Commission on February 6, 2015.
(AA)Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q (File No. 000-27275, 15850176) filed with the Commission on May 11, 2015.
_______________
@ Management contract or compensatory plan or arrangement filed as an exhibit to this Annual Report on Form 10-K pursuant to Item 15(b) of this Annual Report.
† Confidential Treatment has been granted as to certain portions of this Exhibit. Such portions have been omitted and filed separately with the Securities and Exchange Commission.
(c)Not applicable.


Item 16. Form 10-K Summary


None.





89

96


SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
February 28, 2022AKAMAI TECHNOLOGIES, INC.
March 1, 2018AKAMAI TECHNOLOGIES, INC.
By:
/s/    JAMES BENSONEDWARD MCGOWAN
James Benson
Edward McGowan
Executive Vice President,
Chief Financial Officer
and Treasurer


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

SignatureTitleDate
/s/    F. THOMSON LEIGHTONChief Executive Officer and Director (Principal Executive Officer)February 28, 2022
        F. Thomson Leighton
Signature/s/    EDWARD MCGOWANTitleExecutive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)DateFebruary 28, 2022
     Edward McGowan
/s/    F. THOMSON LEIGHTONLAURA HOWELLChief ExecutiveAccounting Officer and Director (Principal ExecutiveAccounting Officer)March 1, 2018February 28, 2022
        F. Thomson Leighton     Laura Howell
/s/    JAMES BENSONSHARON Y. BOWENChief Financial Officer (Principal Financial and Accounting Officer)DirectorMarch 1, 2018February 28, 2022
     James Benson     Sharon Y. Bowen
/s/    GEORGE H. CONRADES  MARIANNE C. BROWNDirectorMarch 1, 2018February 28, 2022
      George H. Conrades        Marianne C. Brown
/s/    PAMELA J. CRAIGDirectorMarch 1, 2018
Pamela J. Craig
/s/    MONTE E. FORDDirectorMarch 1, 2018February 28, 2022
        Monte E. Ford
/s/    JILL A. GREENTHALDirectorMarch 1, 2018February 28, 2022
 Jill A. Greenthal
/s/    DANIEL R. HESSEDirectorMarch 1, 2018February 28, 2022
 Daniel R. Hesse
/s/    PETER T. KILLALEADirectorFebruary 28, 2022
      Peter T. Killalea
/s/    JONATHAN FF. MILLER DirectorMarch 1, 2018February 28, 2022
      Jonathan F. Miller
/s/ PAUL SAGANMADHU RANGANATHANDirectorMarch 1, 2018February 28, 2022
        Paul Sagan        Madhu Ranganathan
/s/    FREDERIC V. SALERNODirectorMarch 1, 2018
        Frederic V. Salerno
/s/    NAOMI O. SELIGMANDirectorMarch 1, 2018
        Naomi O. Seligman
/s/ BERNARDUS VERWAAYENDirectorMarch 1, 2018February 28, 2022
Bernardus Verwaayen
/s/ WILLIAM R. WAGNERDirectorFebruary 28, 2022
William R. Wagner






9097